STATUTE
1.1. The Baltic Functional Beverages Association (hereinafter – the Association) is an independent legal entity, which brings together members of the Association and seeks objectives set in this Statute.
1.2. The Association is a limited liability entity, with its own name, bank accounts, which is capable to acquire rights and obligations on its own behalf.
1.3. Members of the Association retain full economic, organizational, financial and legal independence and rights of legal entities. The association is not upper body towards its members.
1.4. In its activities the Association is guided by the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, Law on Associations of the Republic of Lithuania, the Lithuanian Competition Law, other legal acts and this Statute.
1.5. The association is responsible for its obligations to all its assets. The Association is not responsible for its members’ obligations, and members are not responsible for the liabilities of the Association.
1.6. Association’s name – the Baltic Functional Beverages Association.
1.7. The legal form – Association.
1.8. The Association’s financial year coincides with the calendar year.
1.9. Association activities are of unlimited duration.
2. ASSOCIATION’S OBJECTIVES AND TYPES OF PERFORMANCE, ASSOCIATION’S RIGHTS AND DUTIES
2.1. The main objectives of the Association are:
– to represent the interest of functional beverage producers, importers, traders, trademark representatives or related services providers
– coordinate the activities of the Association members while representing the interests of Association members.
2.2. Association while seeking for its objectives carries out these activities:
2.2.1. Educates members of the Association, representatives of state institutions and the public about the functional beverages;
2.2.2. Represents the interests of Association members by preparing and offering for state institutions the drafts of laws, resolutions, orders and other relevant legal acts or comments related to functional beverage production, import, trading, and other activities of the Association members;
2.2.3. Informs members about the relevant legislation, organizes the consultations for the members;
2.2.4. Publishes various newsletters, catalogs, advertisements and other publications;
2.2.5. Organizes exhibitions, fairs, conferences, internships, discussions of the problematic issues and trainings;
2.2.6. Forms functional beverage industry’s image;
2.2.7. Collaborates with similar associations in Lithuania and abroad, maintains a professional, business-like relations with other legal entities, organizations and their representatives;
2.2.8. Uses the Association’s funds to attain the objectives set in the Statute;
2.2.9. Receives funds and other assets from the Lithuanian and international organizations, non-governmental organizations, foundations, natural or legal persons, is eligible for financial support;
2.2.10. Gives funds for charity and support, health care, culture, science, education, sports;
2.2.11. Hires persons to implement objectives and activities set in the Statute;
2.2.12. May establish branches and/or representations, be founder of other non-profit legal entities;
2.2.13. Engages in other activities beneficial to the society.
3. THE MEMBERSHIP IN THE ASSOCIATION
3.1. Types of membership in the Association:
– Member;
– Partner.
3.2. Member of the Association may be in the Republic of Lithuania and / or abroad registered legal entity or a natural person, which one of the existing economic activities are functional beverages production, trade, trademark or interest representation or other closely related activities.
3.3. A person wishing to become a member of the Association should provide a request in writing to the Director. Director provides the matter for consideration at the General meeting. The Associations’ members are accepted with the resolution of the General meeting. New Association members are accepted by at least 2/3 majority votes of the General meeting. Legal entity or a natural person becomes a member of the Association on the day of the written approval of status at the General meeting.
3.4. Association partner can be a legal entity registered in the Republic of Lithuania and/or abroad or a natural person, which is related to the functional beverage production or trade, as well as state institutions, public institutions, non-governmental organizations, educational institutions and other associations and who signs a partnership agreement with the Association.
3.5. Partners subject to the same entry, withdrawal and expulsion from the Association procedure as the members of the Association, but they are not obliged to pay admission and membership fees, if the General meeting does not set otherwise.
3.6. All the founders of the Association become members of the Association after the registration of the Statute in state enterprise Center of Registers.
3.7. Association member undertakes to comply with the Statute of Association and pay Association membership fee, to preserve the assets of the Association.
3.8. Association entrance fee and membership fee payment procedures are set by the General meeting.
3.9. Association member may withdraw from the Association at any time, submitted a written request to the Director.
3.10. Association member can be expelled from the Association with General meeting’s decision if:
3.10.1. Does not comply with the Statute of the Association;
3.10.2. Fails to pay the annual membership fee in accordance with the tax payment procedures set by the General meeting, when the member of the Association was given a written prompt of the Director and the fee is not paid within 1 (one) month from the day of receiving of the prompt;
3.10.3. Its activities are incompatible with the objectives of the Association;
3.10.4. In other cases which are recognized by the General meeting as important.
3.11. Admission fees and membership fees or other funds transferred for the ownership of the Association will not be returned at the end of membership.
4. RIGHTS AND DUTIES OF MEMBERS OF THE ASSOCIATION, PROCEDURES OF SUBMISSION OF DOCUMENTS AND OTHER INFORMATION ABOUT THE ASSOCIATION TO ITS MEMBERS
4.1. Association members’ rights:
4.1. To attend and vote at the General meeting;
4.1.2. To use the services provided by the Association, discounts, rebates;
4.1.3. Get acquainted with the documents of the Association and get all available information of the Association on its activities;
4.1.4. To withdraw from the Association at any time;
4.1.5. Suggest people to the governing bodies of the Association;
4.1.6. To express their views and suggestions on all issues regarding the Association activities;
4.1.7. Other rights, which are not contrary to the laws of the Republic of Lithuania, other legal acts and Statute of the Association.
4.2. Duties of the members of the Association:
4.2.1. To follow the Statute of Association;
4.2.2. To pay a membership fee on time, which is set by the General meeting;
4.2.3. To carry out all decisions made by the General meeting and other bodies;
4.2.4. Be tolerant to the Association members and respect their opinion;
4.2.5. To participate in the General meetings;
4.2.6. To help implement the objectives of the Association, to provide required information to Association bodies for common goals, with the exception of information that is commercial secret.
4.3. Upon association member’s written request, the Association must provide to the member a full access and (or) provide copies of documents no later than during 7 (seven) working days from receipt: the Statute of the Association, annual financial statements, the Association activity reports, the General Meeting protocols or documents, where decisions of the General meeting, the Director of the Association and other bodies are assigned, also list of members and other documents of the Association.
5. BODIES OF THE ASSOCIATION
5.1. The highest body of the Association – General meeting.
5.2. A sole governing body of the Association – Director.
6. GENERAL MEETING OF THE ASSOCIATION
6.1. The General meeting is convened at least 1 (once) a year, within 4 (four) first months after the end of the calendar year.
6.2. The Director of the Association notifies the members of the Association about the regular and extraordinary meeting date, time, place and agenda by e-mail no later than 14 (fourteen) days before the meeting. The proceedings of the General meeting shall be recorded. Protocol must be signed by the chairman and the secretary of the meeting.
6.3. The extraordinary General meeting may be initiated by a steering group, made up of at least of 1/2 the members of the Association or by the Association Director.
6.4. The general meeting:
6.4.1. Amends the Statute of the Association;
6.4.2. Appoints and recalls the Director;
6.4.3. Sets the Admission and annual fees, dues and other contributions;
6.4.4. Confirms the Association’s annual activity report and annual financial statements;
6.4.5. Takes a decision on reorganization and closing of the Association;
6.4.6. Takes a decision on legal entities or natural persons admission to the Association members and on the removal of members of the Association;
6.4.7. Decides on the establishment of branches, representative offices and termination of their activities also approves their regulations;
6.4.8. Takes a decision on other legal entities establishment or on consolidation with other legal entities;
6.4.9. Sets tasks to the Director;
6.4.10. Decides on other issues which are set for the competence of the General meeting by the Law on Associations of the Republic of Lithuania and this Statute.
6.4.11. Takes a decision on the change of the Association’s office.
6.5. All members of the Association have casting vote at the General meeting. One member of the General meeting has one vote.
6.6. The general meeting may take decisions when it is attended by not less than 1/2 of the Association members. The General meeting decisions are taken by a simple majority of the members participating at the meeting. The decisions referred to the paragraphs 6.4.1., 6.4.5. and 6.4.6. of this Statute, must be taken by at least 2/3 majority of Association members attending the meeting.
6.7. If the General meeting has no quorum, the repeated General meeting is convened within 1 (one) month. Association members are informed under the procedure set out in 6.2. paragraph of the Statute, no later than 10 (ten) days before the repeated General meeting, which has the right to take decisions on the issues of the agenda of the failed meeting, no matter how much members of the Association are attending the repeated meeting.
6.8. The General meeting may be convened without compliance with the time limits set out in 6.2. and 6.7. paragraphs of the Statute, if all members of the Association agrees with it in written.
7. THE DIRECTOR OF THE ASSOCIATION
7.1. Director of the Association is the sole governing body. Association Director shall be appointed for 4 (four) years. The Director carries on his/her activities untill the new Director is elected by the General meeting. Director of the Association shall be guided by laws of the Republic of Lithuania and other legal acts, the Statute of the Association, the decisions of the General
7.2. Director of the Association:
7.2.1. Makes agreements and acts on behalf of the Association;
7.2.2. Is responsible for the organisation of activities of the Association and the implementation of its objectives, carrying out the decisions of the General meeting;
7.2.3. Opens and closes bank accounts of the Association;
7.2.4. Convenes General meetings;
7.2.5. Is responsible for the arrangement of Association’s annual activity report and annual financial statements, and their submission to the General meeting;
7.2.6. Prepares amendments to the Statute and submits them for consideration of the General meeting;
7.2.7. Delivers consolidated ideas and proposals to the General meeting;
7.2.8. Publishes and organizes of publication of public information, also is responsible for the provision of data and documents to the State Enterprise Centre of Registers of the Republic of Lithuania;
7.2.9. By its field of competence manages the Associations funds and assets, also issues orders;
7.2.10. Coordinates the accession of new members;
7.2.11. Supervises membership fees payments;
7.2.12. Employs and dismisses employees, leads them, makes employment contracts, discusses and approves the job positions, determines their salaries
7.2.13. Is responsible for other responsibilities which are assigned for the competence of the Director of the Association by the Law on Associations of the Republic of Lithuania, other legal acts, and this Statute.
8. ASSOCIATION’S FUNDS AND ASSETS, CONTROL OF ITS FINANCIAL ACTIVITIES
8.1.The Association may own property necessary for these activities set in the Statute; it can be acquired for the Association’s owned funds as well as donations, inheritance and other means.
8.2. The Association funds consist of:
8.2.1. Association membership fees, admission fees and other contributions and charges;
8.2.2. The funds, other assets and services received as support;
8.2.3. Donations from natural persons and legal entities, donations or funds and assets transferred for the implementation of programs by support organizations and charity and support funds;
8.2.3. Interest of credit institutions for the funds kept in them;
8.2.4. Other legally acquired funds and assets.
8.3. The association carries out accounting, provides financial, accounting and statistical information to public authorities and pays taxes respectively to the Republic of Lithuania law and other legal acts.
8.4. The Association funds and assets cannot be distributed to the Association members and managing bodies, excluding exception set in legal acts.
8.5. The Association’s financial operations are checked by the auditor. An external auditor can be hired by the General meeting decision, an external auditor makes a contract with the Association.
8.6. Reviser (auditor) verifies the annual financial statements and other accounting – financial documents. Reviser, in the Association General meeting, reports any violations found during inspections and performs other functions assigned to its competence.
8.7. Financial activity is checked at least once every two years. Extraordinary inspections may take place because of decision of the General meeting’s.
8.8. Reviser (auditors) must protect the secrets of the Association, which became known.
9. ASSOCIATIONS ACTIVITY REPORT
9.1. The Director of the Association prepares the Association’s activity report of the previous financial year for the annual regular General meeting before 1st of May. This report is public. The Association must enable in the Association’s office or in other ways the access to this report to all natural persons or legal entities.
9.2. Association activity report must contain:
9.2.1. Information about the activities of the Association implementing objectives set in its Statute.
9.2.2. The number of associations members at the end of the financial year;
9.2.3. Association annual financial statement;
9.2.4. The number of hired employees in the Association at the end of the financial year.
10. ASSOCIATIONS BRANCHES AND REPRESENTATIVE OFFICES
10.1. The association has the right to set up branches and representative offices in accordance with the law of the Republic of Lithuania in the Republic of Lithuania and foreign countries.
10.2. Decisions on the establishment Association’s branches and representative offices and termination of their activities are made by the General meeting.
10.3. The branch is a structural unit of the Association, which has its registered office and carries out all or part of the functions of the Association, who enters into transactions and assumes the obligations under the Association’s mandate. The Association is responsible for the obligations of a branch with all its assets in a subsidiary manner.
10.4. The branch and representative office are not legal entities. Their activities are organised and carried out by the manager of a branch or representative office.
10.5. The decision to close the branch or representative office should be announced publically in the electronic publication “Corporate public announcements” of the State Enterprise Centre of Registers.
11. ANNOUNCMENT OF ASSOCIATION’S PUBLIC INFORMATION
11.1. Association releases and announcements, that according to the law or the decisions of the Association bodies must be made public are published on the website of the Association and in the electronic publication “Corporate public announcements” of the State Enterprise Centre of Registers. Other reports are provided to the person signed or sent by registered mail. The Association reports published/presented in compliance the statutory deadlines set by the law of Republic of Lithuania. The Director of the Association is responsible for the timely publication/sending of the notices.
12. FINAL PROVISIONS
12.1. This Statute shall enter into force from the date of their registration at the State Enterprise Centre of Registers.
12.2. The Statute is concluded in Lithuanian and English, in 3 (three) equally binding copies. In case of differences between the texts in Lithuanian and English languages, text set out in the Lithuanian language shall prevail.
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