- General Provisions:
1.1. “Tajikistan Community Based Tourism Association”(hereinafter referred to as the “Organization”) is a non-profit organization created on the basis of a voluntary association of non-profit and public organizations (hereinafter referred to as “Members of the Organization”), whose activities are aimed at the development of Tourism Based on Communities, recognizing the Charter The Association was created to promote the institutional development of public organizations and associations whose activities are aimed at creating a modern business environment in the field of community-based tourism, as well as to coordinate activities, represent and protect the interests of members of the Organization.
1.2. The organization is a legal entity in accordance with the legislation of the Republic of Tajikistan, has separate property, has an independent balance sheet, can conclude contracts on its own behalf, acquire property and non-property rights and incur obligations, be a plaintiff or defendant in judicial bodies.
1.3. The Organization carries out its activities in accordance with the legislation of the Republic of Tajikistan, the constituent agreement, this Charter, as well as decisions of the General Meeting of the members of the Organization, as well as other working bodies of the Organization within their competence, defined by this Charter.
1.4. The organization is liable for its obligations with all its property and money. The organization is not responsible for the obligations of its members. Members of the Organization bear subsidiary responsibility for the obligations of the Organization in proportion to the amount of entrance fees.
1.5. An organization may own movable and immovable property necessary for the material support of its activities. The Organization carries out the possession, use and disposal of its property within the limits established by the current legislation and the General Meeting of the members of the Organization.
1.6. The organization has its own seal, bank accounts, letterhead, logo and other details, with a company name in one or more working languages, necessary for the implementation of its activities.
1.7. Official name of the Organization:
«Ассосиатсияи Туризми дар Чомеа Асосёфтаи Точикистон» «АТЧАТ»
1.8. Name of company:
in Russian: «Таджикская Ассоциация Туризма Основанного на Сообществах » «ТАТОС»
in English: “Tajikistan Community Based Tourism Association” “TCBTA”
1.9. The organization can also use the abbreviation following from its name as officially accepted abbreviations.
1.10. The term of the Association is not limited.
1.11. Location of the Association, Republic of Tajikistan, Dushanbe,
- Goals and objectives of the Organization 2.1. The purpose of the creation of the Organization is to promote the institutional development of public organizations and associations of Tajikistan, whose activities are aimed at creating a modern, favorable business environment in the field of community-based tourism, by:
– improving the framework conditions for doing business in the field of community-based tourism
– improvement of the regulatory legal framework for the existence of business in the field of community-based tourism
- training of competent management and personnel in the field of tourism based on communities
— establishing an effective public-private dialogue
– changing the perception of state bodies of the Republic of Tajikistan among entrepreneurs
– organization of interaction and mutual consultations between state bodies of the Republic of Tatarstan and entrepreneurs
2.2. The tasks (subject of activity) of the Organization are:
– improving the cooperation of public organizations and non-profit organizations, as well as between representatives of the community-based tourism sector to solve joint problems
– creation of a common information resource in the field of tourism based on communities
— “one voice” in the dialogue with the donor community
– improving the efficiency of the work of Public organizations and its members, representatives of the community-based tourism sector
– training and professional retraining of qualified personnel for the governing and executive bodies of public organizations, as well as for representatives in the field of community-based tourism
– assistance in improving the organizational structure and increasing the membership base of associations
Improving the level of quality and competitiveness of member services;
Contributing to the creation of favorable conditions and raising the interest of members in doing business to achieve the statutory goals in the field of community-based tourism;
Implementation and satisfaction of economic, social, legal and other interests of members;
Assistance in the implementation of various state and non-state tourism programs
Assistance in the gradual compliance of TOS activities with market relations;
Protection of the environment and reasonable use of natural resources;
Raising capital (external financing);
– increasing the participation of association members in the development of associations and joint decision-making
– advice and assistance in preparing proposals from the Associations to the Advisory Council and the authorities of the Republic of Tatarstan
– involvement in the public-private dialogue of representatives of the field of tourism based on communities
– improvement of associations, representatives of the field of tourism based on communities, organization of consultations for members of the Organization
— provision of organizational, information-analytical, methodological, legal and other assistance to the members of the Organization on issues of their professional activities
– assistance in establishing business relations between members of the Organization, with partners at home and abroad
– work on projects to attract foreign investment to the Republic of Tajikistan
– organization and holding of round tables, seminars, meetings, exhibitions, forums, symposiums, conferences and other events
— participation in events and programs that may have an impact on the work of the Organization to achieve the statutory goals
– participation in the development of legislative and other regulatory legal acts aimed at developing and strengthening the legal status of the members of the Organization
– creation of a unified information base on the activities of the Organization and its members
– protection of the rights and legitimate interests of the members of the Organization in state, public, international and other organizations
- promotion of the goals and objectives of the Organization, informing the public about the activities through the media (newspapers, magazines, radio, television programs, websites, etc.)
– solution of other tasks necessary to achieve the statutory goals and not prohibited by the current legislation of the Republic of Tajikistan.
- Membership in the Organization
3.1. Members of the Organization may be individuals, public associations and associations of non-profit organizations of the Republic of Tajikistan, as well as foreign organizations that recognize the Charter of the Organization.
3.2. Public organizations and non-profit organizations of both the Republic of Tajikistan and other states that are not Members of the Organization may participate in the work of the Organization as observers in resolving issues of coordination of activities and protection of interests. The rights and obligations of observers are determined by the relevant Regulation approved by the General Meeting of the Organization.
3.3. Admission of a Candidate for joining the Organization as a Member of the Organization is carried out by the General Meeting of the Members of the Organization on the basis of the application submitted by the Candidate for membership in the manner and on the terms of the “Regulations on Membership in the Organization”, approved by the General Meeting of Members of the Organization and regulating the requirements for candidates for membership in the Organization, conditions for joining the Organization and establishing an exhaustive list of procedures and documents related to joining the Organization. At the General Meeting, a decision is made to accept the Candidate for membership in the Organization as a Member of the Organization or to refuse admission to the membership of the Organization, which is sent to the Candidate for membership in the Organization in a reasonable written form.
3.4. Members of the Organization are the Founders, as well as new Members who have joined the Organization, who have paid an entrance and annual fee, as well as those who comply with the provisions of this Charter and decisions of the Organization’s bodies.
3.5. All Members of the Organization must pay annual membership dues within the terms determined by the General Meeting of the Members of the Organization.
3.6. Membership fees are calculated annually on the basis of the budget approved by the General Meeting of Members of the Organization for the corresponding financial year. The initial annual membership fee is paid by each New Member of the Organization at the same time as the entry fee.
3.7. A candidate for membership in the Organization is obliged, within 30 days from the date of the decision of the General Meeting of Members of the Organization on admission to the Membership of the Organization, to pay the entrance and annual fees. A candidate for membership in the Organization is considered to be accepted as a Member of the Organization only after paying the entrance and annual fee.
In case of non-payment of the entrance and membership fees within the terms specified by this Charter, the decision of the General Meeting on admission to the Organization is considered invalid, and the Candidate for entry into the Organization, respectively, is considered not to become a member of the Organization.
Repeated passage by the Candidate for membership in the Organization of the procedures related to joining the Organization, in the event of late payment of entrance and membership fees, is possible no earlier than 6 (six) months after the expiration of the payment of entrance and membership fees established by this Charter.
3.8. Contributions of the founders are made in equal shares to the initial Statutory Fund of the Organization in monetary terms within a month from the date of conclusion of the founding agreement. Payment of entrance and membership fees or part thereof, with the consent of the General Meeting of the Organization,
can be carried out by transferring the ownership of property to the Organization.
3.9. Entrance and annual membership fees are used to ensure the activities provided for by this Charter.
3.10. Entrance and annual membership fees, as well as the property transferred to the Organization of the Member of the Organization leaving the Organization, are non-refundable.
3.11. Contributions of founders and Members admitted to the Organization, as well as all property acquired at the expense of the Organization, are the property of the Organization. Members of the Organization lose the right to dispose of property transferred as a contribution.
- Rights and obligations of the members of the Organization
4.1. A member of the Organization has the right:
— participate in the activities of the Organization, including in determining the main directions of its activities, as well as in the implementation of programs and projects
— nominate and elect representatives to the Boards and control and audit bodies of the Organization
— on behalf of the Organization to represent it in international, state, public and other bodies and organizations
— receive information about the activities of the Organization
- make proposals and make inquiries to the Organization on issues related to its activities, in accordance with the procedures established by the General Meeting of Members of the Organization
— use the information, organizational and intellectual assistance of the Organization, receive advice and recommendations from its specialists, methodological, legal and other assistance on issues of its statutory activities in accordance with the approved tariffs
— request from the governing bodies of the Organization information on the status of implementation of decisions of the General Meeting of Members of the Organization in accordance with the procedures established by the General Meeting of Members of the Organization
— make proposals to the agenda at the General Meetings of the Members of the Organization and the Council of the Organization
— enjoy the priority right to maintain the information base of the Organization, the priority right to participate in the events held by the Organization
- freely withdraw from the Organization after the end of the financial year, notifying the General Meeting of the Organization’s members in writing in the manner prescribed by this Charter;
4.2. Member Responsibilities:
- comply with the decisions of the Organization’s bodies
- take part in the activities of the Organization
— comply with the provisions of the Charter and other adopted regulatory acts of the Organization, actively participate in the implementation of the statutory goals and objectives of the Organization
— contribute to enhancing the prestige and efficiency of work, strengthening cooperation between the Members of the Organization on the basis of good faith, mutual respect and support, unconditional fulfillment of mutual obligations
- timely and in full transfer periodic (annual) contributions, the amount and terms of payment of which are determined by the General Meeting of the Members of the Organization, fulfill the obligations assumed to finance the activities of the Organization.
- Procedure for withdrawal, suspension and termination of membership in the Organization
5.1. A member of the Organization has the right, at its own discretion, to withdraw from the Organization at the end of the financial year. The withdrawal of a Member from the Organization is carried out in the manner and in accordance with the procedures determined by the “Regulations on Membership in the Organization”, approved by the General Meeting of Members of the Organization, by submitting a written application addressed to the Executive Director of the Organization, who informs the Board of the Organization about this. The Executive Director accepts the written application of the Member wishing to withdraw from the Organization and submits the documents for consideration by the General Meeting of the Members of the Organization.
5.2. Membership in the Organization is suspended in case of non-payment by the Member of the Organization of annual membership fees within 1 (one) month after the deadlines for payment of membership fees established from “1” “February” to “1” “February” of each calendar year.
5.3. A notice in writing about the suspension of Membership in the Organization is sent by the Executive Directorate of the Organization to the Member of the Organization in the form of a registered letter with notification in accordance with the details of the member of the Organization (actual postal address and index) indicated by the Member of the Organization when providing information for compiling the Directory of Members of the Organization, or is handed personally to the Management of the Member of the Organization by employees of the Executive Directorate of the Organization.
5.4. In case of non-payment of debt on payment of membership fees within 1 (one) month after the Member of the Organization receives a written notice of suspension of membership in the Organization and the need to pay membership fees from the Executive Directorate of the Organization, the Member of the Organization who has not paid the annual membership fee is considered excluded from membership of the Organization.
At the same time, the debt repayment period begins to run from the moment the Member of the Organization receives a notification, determined by the official date of delivery of a registered letter to the postal addressee – the Member of the Organization by representatives of the postal department / service of the Republic of Tajikistan, or the date of delivery of the notice to the Management of the Member of the Organization
5.5. In a situation where the payment of annual membership fees by a Member of the Organization is not possible due to objective reasons or force majeure, the Member of the Organization, within 10 (ten) days after the suspension of membership in the Organization, must send an official letter to the Chairman of the Board of the Organization, certified by the seal and signature the first head of the Member of the Organization, outlining the reasons or circumstances preventing the payment of annual membership fees, as well as indicating the maturity of the existing debt on the payment of annual membership fees. At the same time, the maturity of the existing debt on the payment of annual membership fees cannot exceed 3 (three) calendar months from the moment of suspension of membership in the Organization.
5.6. In case of debt repayment by a Member of the Organization, the Executive Director of the Organization petitions the General Meeting of the Members of the Organization to restore the suspended Membership in the Organization from the moment the debt is paid in full.
5.7. A member of the Organization may be expelled from the Organization by decision of the General Meeting of Members of the Organization. The grounds for exclusion are:
- repeated violations of the requirements of the constituent and other documents of the Organization adopted by the bodies of the Organization in accordance with their competence,
- the admission of gross violations of the norms of the current legislation, entailing or entailing damage to the Organization;
— disclosure of confidential information about the activities of the Organization and the Members of the Organization;
— non-payment of debt on membership fees within one month from the date of the decision to suspend Membership;
- concealment of information that entails the impossibility of membership in the Organization in accordance with the requirements of the constituent documents of the Organization;
- causing material damage to the Organization and refusal to compensate for the material damage caused.
— committing any actions directed against the interests of the Organization
5.8. Consideration of the issue of re-entry into the Organization, after exclusion from the membership of the Organization, is possible not earlier than in 1 (one) year.
5.9. The decision of the General Meeting of the Members of the Organization on exclusion from the membership of the Organization must be submitted to the Member of the Organization in writing, indicating the reasons that led to the exclusion from the membership of the Organization.
5.10. The decision of the General Meeting of the Members of the Organization on exclusion from the membership of the Organization may be appealed by the legal entity expelled from the membership of the Organization in the manner and in accordance with the procedures established by the legislation of the Republic of Tajikistan.
- Bodies of the Organization
6.1. The management and control bodies of the Organization are:
- the supreme governing body – the General Assembly of the Organization;
— controlling body – the Board of the Organization;
– executive body – Executive Directorate of the Organization
— financial control body – the Control and Audit Commission of the Organization.
6.2. The supreme governing body of the Organization is the General Meeting of the members of the Organization, which meets at least once a year. The norm of representation from each Member of the Organization is one representative with the right of one vote.
6.3. The Board of the Organization decides on the time and agenda of the meeting of the General Meeting of the Members of the Organization, the Notice of the General Meeting of the Organization is sent by the Executive Directorate to the Members of the Organization in writing. This notification must be sent out 20 days before the date of the General Meeting of the Members of the Organization and contain the agenda.
6.4. At the General Meeting, without a power of attorney, the Members of the Organization can be represented and vote on the issues under consideration only by the first persons of the Members of the Organization. Other persons authorized by the Members of the Organization take part in the work of the General Meeting of the Members of the Organization on the basis of an appropriate power of attorney, which is submitted before the start of the General Meeting of the Members of the Organization to the Executive Director of the Organization. Representatives of the Members of the Organization – the first persons of the Members of the Organization and / or persons authorized by proxy to represent the interests of the Members of the Organization, cannot take part in voting for other Members of the Organization.
6.5. At the General Meeting of the Members of the Organization, at the invitation of the Members of the Organization, the Board of the Organization, representatives of other organizations, including representatives of donor organizations and international experts, may be invited, about which the participants at the General Meeting are notified.
6.6. A member of the Organization has the right to submit additional issues for consideration by the General Meeting of Members of the Organization. The General Meeting of the Members of the Organization may change the agenda if at least 1/3 of the representatives of the Members of the Organization present at the General Meeting voted for such a decision.
6.7. The General Meeting of the Members of the Organization is recognized as competent and has the right to make decisions on the issues submitted for its consideration if there is a quorum of 2/3 of the list of the Members of the Organization. If less than 2/3 of the list of Members of the Organization is represented at the General Meeting, then a repeated General Meeting of Members of the Organization is convened no earlier than 1 (one) week later and no later than forty days from the date of the decision to convene a repeated General Meeting of Members of the Organization. The decisions taken at the repeated General Meeting of the Members of the Organization are valid, even if less than 2/3 of the list of the Members of the Organization, but not less than 50 percent of the list of the Members of the Organization were represented in its work.
6.8. To conduct a meeting of the General Meeting of Members of the Organization, the Chairman and Secretary of the General Meeting of Members of the Organization are elected by a simple majority of votes from the number of members of the Organization present at the General Meeting of Members of the Organization
6.9. An Extraordinary General Meeting of the Members of the Organization may be convened to resolve urgent issues, on the initiative (on demand):
— Board of the Organization
- Members of the Organization, constituting at least 1/3 of the list of Members of the Organization.
6.10. The proposal to convene an extraordinary General Meeting of the members of the Organization shall be submitted in writing to the Board of the Organization. The proposal to convene an extraordinary General Meeting of Members of the Organization must contain a list of issues to be considered, and the proposed date for holding an extraordinary General Meeting of Members of the Organization, which cannot be set earlier than 20 days from the date of submission to the Management Board of the Organization of a proposal to convene an extraordinary General Meeting of Members Organizations.
6.11. Decisions of the General Meeting of the members of the Organization are taken by voting on each issue of the agenda by a simple majority of votes, except for the cases provided for by this Charter.
6.12. The minutes of the General Meeting of the Members of the Organization are kept by the elected Secretary of the General Meeting. The minutes of the General Meeting must contain the following information:
- a list of the Members of the Organization present and persons present by proxy from the Members of the Organization
- list of invited persons;
— Full name of the Chairman and Secretary of the General Meeting of Members of the Organization with a note on the results of voting on the election of the Chairman and Secretary of the General Meeting of Members of the Organization;
- the agenda of the General Meeting of the Members of the Organization;
- information about the persons speaking on the agenda items and a summary of their speeches, or a note that the text of the speech is attached to the protocol;
— decisions and results of voting on agenda items.
6.13. The minutes of the General Meeting of the Members of the Organization and its resolutions are recognized as valid if they are signed by the Chairman and the Secretary of the General Meeting of the Members of the Organization.
6.14. Participants of the General Meeting of Members of the Organization who do not agree with the decision of the General Meeting of Members of the Organization have the right to demand that their dissenting opinions be included in the Minutes of the General Meeting of Members of the Organization.
6.15. On current issues of the Organization’s activities that are not related to changes in this Charter and to changes in the management structure, to elections and early dismissal of members of the Management Board of the Organization, an extraordinary absentee General Meeting of members of the Organization may be held. At the same time, the Executive Directorate of the Organization shall send to the e-mail addresses indicated in the Directory of Members of the Organization the proposed agenda of the absentee General Meeting of Members of the Organization and the form of voting ballots no later than 7 (seven) days before the date of the absentee General Meeting of Members of the Organization.
6.16. The absentee General Meeting of the Members of the Organization is held in the form of absentee voting by sending by mail (in the form of a registered letter with notification) their completed ballots exclusively on the proposed agenda of the absentee General Meeting of Members of the Organization held in the form of absentee voting. Ballots sent for participation in absentee voting must be certified by the seal of the Member of the Organization and the signature of the first person of the Member of the Organization. At the same time, when determining the quorum and summing up the results of absentee voting, the votes of the members of the Organization, represented by absentee voting ballots sent by the Members of the Organization, are taken into account no later than 7 (seven) days from the date of the absentee General Meeting of the members of the Organization held by absentee voting.
When determining the date of sending the ballots, the day of sending the completed ballot in a sealed envelope sent by the Member of the Organization to the Executive Directorate of the Organization in the form of a registered letter with notification is taken into account.
6.17. In the ballot, the form and content of which is prepared by the Board of the Organization for each absentee General Meeting of the Members of the Organization and distributed by the Executive Directorate of the Organization, for absentee voting, the following must be indicated:
— the full legal name of the Organization and the actual location of the Organization, indicating the full postal address
— contact details of the members of the Board of the Organization and the Executive Directorate of the Organization (e-mail addresses, numbers of working city and cell phones)
— the date of the absentee General Meeting of the Members of the Organization
— the proposed agenda of the absentee General Meeting of the Members of the Organization
- a brief annotation on each issue put to the vote of the absentee General Meeting of the Members of the Organization
- formulation of decisions on each specific issue, the voting on which is carried out by this ballot
— voting options for each item on the agenda, expressed in unambiguous terms “for”, “against” or “abstained”, without the possibility of their double or ambiguous interpretation
6.18. Based on the results of the absentee voting of the members of the Organization, the Board of the Organization draws up a protocol on the results of the absentee voting of the absentee General Meeting of the members of the Organization, signed by the Chairman of the Board of the Organization.
6.19. The protocol on the results of voting during the holding of the absentee General Meeting of the Members of the Organization in the form of absentee voting is sent by the Executive Directorate of the Organization to the e-mail addresses indicated in the Directory of Members of the Organization no later than 3 (three) business days after the official closing date for the receipt of ballots in accordance with the provisions of this Charter.
6.20. The General Meeting of the Members of the Organization is authorized to discuss any issues related to the activities of the Organization and make decisions on them.
6.21. The exclusive competence of the General Meeting of Members of the Organization includes the following issues:
a) approval of the Charter of the Organization and amendments and additions to it;
b) determination of strategic and priority directions of the Organization’s activity;
c) approval of the annual budget of the Organization for the next financial year, the annual financial report of the Organization for the past financial year, consideration of recommendations and conclusions of the Audit Commission;
d) consideration of issues of admission to the Membership of the Organization and exclusion from its membership
e) approval of a candidate for the position of the Executive Director of the Organization proposed by the Board of the Organization through a transparent tender and selection procedure.
f) early dismissal of the Executive Director of the Organization from office in case of unsatisfactory performance of his duties
g) election of the Chairman and members of the Board of the Organization, elected for a period of 3 years from among the members of the Organization, as well as members of the Audit Commission of the Organization, for a period of 1 year, early termination of their powers, election of the Chairman and Secretary of the General Meeting of the Members of the Organization
h) determining the principles for the formation and use of the property of the Organization;
i) approval of normative documents regulating the activities of the management and control bodies of the Organization
j) determination of the amount and procedure for payment of membership and entry fees;
i) liquidation or reorganization of the Organization, appointment of a liquidation commission in connection with this.
6.22. Resolution of issues related to the admission of new Members to the Organization, amendments to this Charter, early dismissal of the Executive Director of the Organization, decisions on the reorganization or liquidation of the Organization are taken if at least 2/3 of the list of Members of the Organization voted for him at the General Meeting in the form face-to-face, secret ballot.
6.23. The minutes of the General Meeting of the Members of the Organization are subject to storage and issue to the Members of the Organization at their first request during the entire period of the Organization’s activity.
- Council of the Organization
7.1. The Board of the Organization is a body exercising its functions of monitoring the implementation of the main goals and objectives of the Organization and decisions taken at the General Meeting of the Organization’s members.
7.2. Members of the Board of the Organization and the Chairman of the Board of the Organization are elected by the General Meeting of the Members of the Organization in the amount of “5” people from among the members of the Organization, by secret ballot.
7.3. Membership in the Board of the Organization is included in the official duties of representatives from the Members of the Organization and is a public activity, as a result of which it is not paid from the budget of the Organization.
7.4. Members of the Board of the Organization are elected for a period of “5” years.
7.5. Each Member of the Organization has the right to nominate one of its representatives to the Board of the Organization. Data on candidates nominated by a Member of the Organization to participate in elections to the Board of the Organization are reported to the Executive Directorate of the Organization in writing at least 2 (two) weeks before the scheduled date of the meeting of the General Meeting of the Members of the Organization, in order to summarize information about the candidates and provide them elected Chairman of the General Meeting of the members of the Organization.
7.6. A member of the Board of the Organization representing a member of the Organization – a legal entity that is reorganized or liquidated, automatically leaves the membership of the Board of the Organization from the date of state registration of the liquidation or reorganization of a legal entity that is a member of the Organization.
At the initiative of the Chairman of the Board, an extraordinary General Meeting of the Members of the Organization is convened, which elects a new member of the Board of the Organization from representatives of other Members of the Organization to replace the retired one.
7.7 The Board of the Organization meets at least “1” once a year. The obligation to notify the members of the Supervisory Board about the upcoming meeting of the Board of the Organization and to distribute the preliminary agenda lies with the Executive Director of the Organization. If necessary, extraordinary meetings of the Board of the Organization may be convened.
7.8. Each member of the Board of the Organization has only one vote, without the right to transfer it to both other members of the Organization and other persons.
7.9. The meeting of the Board of the Organization is recognized as competent and has the right to make decisions on the issues submitted for discussion if at least 3 (three) members of the Board of the Organization take part in it.
7.10. The meeting of the Board of the Organization is conducted by the Chairman of the Board of the Organization, and in his absence – by the Deputy Chairman of the Council of the Organization.
7.11. Decisions of the meeting of the Board of the Organization are made by a simple majority of votes in the form of a secret ballot on each issue on the agenda. In case of equality of votes, the vote of the Chairman of the Board of the Organization or the chairperson of the meeting is decisive.
7.12. Keeping the Minutes of the Board of the Organization is carried out by the Secretary of the meeting of the Council of the Organization. The minutes of the meeting of the Board of the Organization must contain the following information:
- the total number of members of the Board of the Organization and the list of members of the Board of the Organization present;
- list of invited persons;
— Full name of the chairman and secretary of the meeting;
- the agenda;
- FULL NAME. persons who spoke on the agenda items and a summary of their speeches, or a note that the text of the speech is attached to the protocol;
— results of voting on agenda items;
— decisions of the Board of the Organization on the issues under consideration.
7.13. The minutes of the meeting of the Board of the Organization are recognized as valid if they are signed by all members of the Board of the Organization present at the meeting of the Board of the Organization.
7.14. Members of the Board of the Organization, who disagree with its decision, have the right to demand that their dissenting opinion be included in the minutes of the meeting.
7.15. Minutes of the meeting of the Board of the Organization shall be kept and issued to the Member of the Organization upon request during the entire period of the Organization’s activity.
7.16. The competence of the Board of the Organization includes the following issues:
a) development and presentation for discussion at the General Meeting of the Members of the Organization of the strategy of the Organization
b) approval of significant and major projects and programs of activities of the Organization
c) setting the date, place and time of the General Meeting of the Members of the Organization
d) preliminary formation of the agenda of the General Meeting of Members of the Organization
e) submission to the General Meeting of Members of the Organization for approval of the annual budget of the Organization for the next financial year, a report on the implementation of the budget of the Organization for the past financial year,
f) submission to the General Meeting of Members of the Organization for consideration of an annual report on the receipt and expenditure of funds received from organizations that are not Members of the Organization;
g) presentation to the General Meeting of Members of the Organization of information on the programs, plans and activities implemented by the Organization;
h) presenting recommendations to the General Meeting of Members of the Organization on issues
i) presenting a recommendation to the General Meeting of the Members of the Organization on the issues of approving the amount of entrance fees, membership fees of the members of the Organization, as well as special contributions for financing targeted programs;
j) submission for consideration of the General Meeting of the Members of the Organization of proposals on the activities of the Organization, on the introduction of amendments and additions to this Charter, as well as to other documents regulating the activities of the Organization, the approval of which is within the exclusive competence of the General Meeting of the Members of the Organization;
k) making decisions on other issues submitted for consideration by the Board of the Organization by the General Meeting of the Organization.
l) consideration of the reports of the Executive Director on the work carried out.
m) in exceptional cases, the removal of the duties of the Executive Director and the appointment of an interim acting Executive Director before the General Meeting of the Association
7.17. The Chairman of the Board of the Organization heads and chairs the meetings of the Council of the Organization, ensures coordination of the implementation of decisions of the General Meeting of the Organization and resolutions of the Council of the Organization.
7.18. The Chairman of the Board of the Organization is elected by the General Meeting of the Members of the Organization for a period of “3” year, with the opportunity to hold this position, upon re-election at the end of the term of office, in total no more than 2 terms in a row.
7.19. The Chairman of the Board of the Organization begins his duties from the moment the decision on his election by the General Meeting of the members of the Organization is made. His term of office is calculated from the date of signing the Minutes of the General Meeting of the Members of the Organization, at which he was elected to the position of Chairman of the Board of the Organization.
7.20. The Chairman of the Board of the Organization may be early dismissed from his position by decision of the General Meeting of the members of the Organization.
7.21 Organizes the attraction of funds to finance the programs, projects and activities approved by the Organization;
7.22 Opens accounts of the Organization in credit institutions, manages, within its competence established by the Board of the Organization, the funds and property of the Organization, determines by its order or power of attorney, officials of the Organization authorized to open accounts and sign documents on behalf of the Organization;
7.23. Approves the staffing of the Organization;
7.24. Determines the terms of remuneration for employees of the office, branches and representative offices of the Organization, approves limits and estimates of administrative and economic expenses
- Executive Body – Executive Directorate of the Organization
8.1. The Executive Director of the Organization is appointed to the position by the Board of the Organization with subsequent approval by the General Meeting of the members of the Organization for a period of “1” year. Upon the expiration of the contract, the Executive Director may be re-elected to the Organization with re-approval by the General Meeting of the Organization’s members. If the Board of the Organization decides not to renew the contract with the Executive Director, then this decision is submitted to the General Meeting of the Members of the Organization, which is authorized to either satisfy the decision of the Board of the Organization or approve the candidacy of the Executive Director for a new term.
8.2. The Director, Chairman or Head of one of the members of the Organization, when appointed to the position of the Executive Director of the Organization, must resign the powers of the head of the legal entity – the Member of the Organization.
8.3. The Executive Director of the Organization is liable to the Organization for direct losses caused by his guilty actions (or inaction), unless other grounds and amount of liability are established by the legislation of the Republic of Tajikistan.
8.4. Executive Director without power of attorney:
a) represents the interests and acts on behalf of the Organization in relations with state authorities and administration, in legislative and other state bodies, public associations, foreign and international organizations;
b) signs agreements, contracts and other documents on behalf of the Organization;
c) participates in meetings of the Board of the Organization without the right to vote;
d) have the right to submit for consideration by the Board of the Organization and the General Meeting of the Members of the Organization proposals on the activities of the Organization, proposals for amendments and additions to this Charter, as well as other documents regulating the activities of the Organization, the approval of which is within the exclusive competence of the General Meeting of Members of the Organization;
f) organizes the correct maintenance of accounting records and internal documentation, timely preparation and submission of the main financial and reporting documents for consideration by the Council of the Organization;
g) proposes for approval to the Board of the Organization the structure of the executive apparatus of the Organization, ensures the transparency of the procedures for hiring specialists, in particular applicants for senior positions in these structures (including branches and representative offices) of the Organization, with the approval of the Chairman of the Board;
h) organizes the implementation of the decisions of the bodies of the Organization, issued by them within their competence;
i) organizes the legal support of the activities of the Organization;
k) coordinates the activities of branches and representative offices of the Organization;
l) forms working groups and temporary creative teams, attracts experts to participate in the development of programs and projects of the Organization;
l) issues orders, orders binding on employees of the Organization, approves instructions, internal labor regulations, issues powers of attorney;
o) determines the functional duties of the heads and employees of the executive body of the Organization;
c) hires and dismisses employees of the Organization, branches and representative offices of the Organization, after agreement with the Chairman of the Board, distributes duties among the employees of the Organization, applies incentives and penalties to them.
r) takes decisions on other issues of the Organization’s activities that are not referred to the exclusive competence of the General Meeting or the Board after agreement with the Chairman of the Board of the Organization.
- Structure of the Organization
9.1. The organization, if necessary, creates its branches and representative offices. Branches and representative offices are separate divisions of the Organization that do not have the status of a legal entity. Their activities are regulated by the Charter of the Organization and the provisions approved by the Board of the Organization. Branches (representative offices) act on behalf of the Organization, which is responsible for their activities
9.2. The Organization endows branches (representative offices) with property recorded on the balance sheet of the branch (representative office) and on the balance sheet of the Organization.
9.3. Heads of branches (representative offices) act on the basis of a power of attorney issued to them.
9.4. By decision of the members of the Organization, Committees can be created to develop the specific interests of a group of members of the Organization, acting on the basis of the Regulations approved by the General Meeting of the Organization, having their own budget, formed from targeted (or special contributions from committee members).
- Property and economic activity of the Organization
10.1. The property of the Organization is formed at the expense of contributions of founders and members who joined the Organization, income received from statutory activities, grants, and other legal sources.
10.2. A member of the Organization has the right, with the consent of the General Meeting, to pay an entrance fee or part of it by transferring property to the ownership of the Organization. Valuation of the property is carried out by invited independent experts.
10.3. The size of membership dues paid by the Members of the Organization, the procedure for their payment is determined by the General Meeting of the Organization annually, for the coming calendar year.
10.4. The organization may own buildings, structures, equipment, inventory, cash, shares, other securities and other property necessary for the implementation of statutory goals and objectives.
10.5. Organizations use the property owned and transferred to it to achieve the statutory goals and objectives in the manner prescribed by the legislation of the Republic of Tajikistan.
10.6. The financial and material resources of the Organization are formed from:
- funds and property transferred by the Members of the Organization by decision of the governing bodies of the members of the Organization, as well as other organizations for the implementation of individual projects of the Organization and holding general events;
— entrance and annual fees of the Members of the Organization;
— one-time targeted and charitable contributions and donations (grants) from domestic and foreign legal entities and individuals;
- income from advertising, publishing and other activities in accordance with the statutory goals and objectives of the Organization and the legislation of the Republic of Tajikistan;
- income from investments of the Organization’s funds in deposits, shares, bonds and other securities;
— other funds received by the Organization on the grounds that do not contradict the legislation of the Republic of Tajikistan.
10.7. For the material and financial support of the statutory goals and objectives of the Organization, the Organization has the right to:
– carry out advertising activities in the manner prescribed by the legislation of the Republic of Tajikistan;
— attract and organize the use of material and financial resources of domestic and foreign investors, other resources for the implementation of their statutory goals and objectives, projects and programs;
— carry out other types of activities that meet the statutory goals and objectives and are not prohibited by the legislation of the Republic of Tajikistan.
10.8. Members of the Organization have no rights to property owned by the Organization, including those transferred by them to the Organization as contributions,
10.9. The property of the Organization and funds are not subject to distribution among the Members of the Organization, but are used only to achieve the statutory goals and objectives of the Organization.
- Control and Audit Commission of the Organization
11.1. The Control and Audit Commission is a body exercising control over the financial activities of the Organization, elected by the General Meeting of the Organization’s members, consisting of the Head and “2” members for a period of “1” year. In its activities, the Audit Commission relies on the results of an independent and professional auditor to make recommendations to the meetings of the Board of the Organization and the General Meeting of the members of the Organization.
11.2. Members of the Management Board of the Organization and the personnel of the Organization cannot be elected to the Control and Audit Commission.
11.3. Audits of the financial activities of the Organization are carried out by the Control and Audit Commission at least once a year, both on their own initiative and on behalf of the General Meeting of the Members of the Organization or the Board of the Organization.
11.4. Employees of the Organization are obliged to provide the Control and Audit Commission at its first request with all necessary materials, accounting and other documents and personal explanations.
11.5. The Control and Auditing Commission submits to the Management Board of the Organization a report on the audit, accompanied, if necessary, with recommendations for eliminating deficiencies.
11.6. The Control and Audit Commission draws up a conclusion to the Board of the Organization and the General Meeting of the Organization’s members on the compliance of the financial and reporting documentation with the actual state of affairs in the Organization.
11.7. To verify the correctness of accounting, statistical reporting and financial audit of the Organization, the Control and Revision Commission must involve an independent audit.
- Termination of the activities of the Organization
12.1. The activities of the Organization may be terminated voluntarily by the decision of the General Meeting of the members of the Organization, or forcibly on the basis of a court decision that has entered into legal force.
12.2. The procedure for terminating the activities of the Organization is determined by the current legislation of the Republic of Tajikistan.
12.3. The property of the liquidated Organization, remaining after the repayment of all creditors’ claims, as well as the expenses associated with the liquidation proceedings and the functioning of the liquidation commission, is transferred free of charge by the decision of the General Meeting of the Organization’s members to a non-profit organization with similar goals and objectives to the Organization or directed to charitable purposes
12.4. An organization is considered liquidated or reorganized after making the relevant entries in the unified state register of legal entities.