1. General provisions
1.1. National Association of Business Administrators (further - Association) is bound civil responsibility, public legal person, what joins Lithuanian and foreign countries natural and various commercial (production, service, educational, financial) legal persons.
1.2. Legal form – association.
Association is founded, acts, is reorganizes, reforms, liquidates according provisions of the Civil Code Republic of Lithuania, Law of Associations Republic of Lithuania, other laws and by-laws, and this Statute.
1.3. Association owes independent balance-sheet, accounts in banks of Lithuania and other foreign countries, seal with Associations name and symbolism.
1.4. Association may run economic - commercial activity which is not forbidden by laws and this Statute, which matches goals of Association’s and is necessary for their implementation.
1.5. Association is responsible for its duties by its estate. Association is not responsible for its members obligations, the same as its members are not responsible for Associations obligations. 1.6. When coordinating activity of its members, providing offers for amendment’s of projects related to business administration, participating in process of problems, related to Association’s functions and tasks consideration, implementing adequate measures, Association represents rights and holds the pass of its members.
1.7. Association may establish its branches and (or) subsidiaries in Lithuania and abroad.
1.8. Association may according to its Statute enter international organizations, whose activity and goals don’t offend Constitution and laws of Lithuania.
1.9. Association may not distribute confidential information provided by its member without his permission, except cases when such distribution of information is mandatory according laws applied.
1.10. Association fulfills accountancy, provides financial accountings to the state institutions and pays duties according laws of Lithuania.
1.11. Association additionally also may have other civil rights and duties then described in these Statute, if they are not against laws of Lithuania
1.12. Name of the Association in Lithuanian - Nacionalinė verslo administratorių asociacija. Name of Association in English - National Association of Business Administrators.
1.13. Residence of the Association is: Gedimino avenue 28/2-405, LT-01104 Vilnius, Lithuania.
1.14. Association’s economical year is calendar year.
1.15. Activity of the Association is termless.
2. Associations goals, fields and natures
2.1. Associations goals are:
2.1.1. represent business administrators rights, stand their interests in public national and international institutions;
2.1.2. strive for harmonization of the laws, regulating financial, legal aspects of the business activity;
2.1.3. coordinate and maintain cooperation between business administrators and institutions
2.1.4. strive for progress of the business administration praxis:
2.2. When implementing its goals Association:
2.2.1. by offers of the separate members, working groups or permanent commissions, systemizes information about business administration praxis and development of the related deeds, summarizes and provides suggestions to the Parliament of Lithuania, Government of the Lithuania, other institutions for the improvement and put in the practice of these deeds;
2.2.2. in cases of problematical insolvency situations when realizing rights and duties of institutions, other legal or natural persons, provides practical – methodical assistance to administrators, institutions, dealing with insolvency matters;
2.2.3. participates in expertise and assessment of the projects, related to stabilization of companies financial condition, development of it’s activity, reorganization and restructuring of business;
2.2.4. by obligation of it’s members, having their authority or according decisions of Associations managing bodies, represents interests of it’s members, defends their rights in the fields of the business administrations and related matters;
2.2.5. collaborates with Lithuanian and foreign countries institutions, acting in the field of business administration (dealing with regulation of the conditions of the capital, labor, estate, assessment and etc.);
2.2.6. organizes measures to increase qualification of business administrators, to improve their skills in the aspects of the business management, economy, finances and law.
2.2.7. collaborates with governmental, public institutions in the matters, related to restructuring of the state economy and separate branches of economy, foundation of investment programs and it’s implementation;
2.2.8. promotes progressive experience of the business management, provides educational service to scientist and cultural institutions, provides methodical assistance to organizations, when preparing their specialists;
2.2.9. promotes media and other remedies representing theory and praxis of the business administration and creating image of such activity.
3. Rights and duties of the Associations members
3.1. Legally capable natural and juridical persons of Republic of Lithuania and other states may become member of Association.
The member of Association has right to:
3.1.1. participate and vote in general meeting of members of Association;
3.1.2. become familiar with documents of Association and get all information about its activity;
3.1.3. use the services provided by Association;
3.1.4. leave the Association anytime (in this case the contribution of entrance and membership fee or in other way to Association given means and assets are not compensated);
The members of Association must abide and execute requisitions of Statute of Association and pay the membership fee by determined order and terms. Natural and juridical person, what’s work and interests don’t correspond to goals and functions of Association, may be stroked of the list of Association’s members.
3.2. The Association must have the list of its members. Every Association’s member has right to become acquainted with the list.
3.3. A member has right to argue in the court decisions of general members’ meeting and presidium of Association also the activity of Association’s administration.
3.4. If member’s rights or legitimate interests are violated, the member according to the law of Republic of Lithuania has right to plead them in legal form.
3.5. A member must not spread confidential information if it is connected with Association or individual work of Association members, except if the information must be proclaimed according to the law of Republic of Lithuania.
4. The order and terms of acceptance, leaving and exclusion of members from Association
4.1. The membership starts after the application is written and confirmed that entrant is acquainted with Statute of Association and pledged to execute its requisitions. The membership starts by the decision of Presidium of Association and only after the contribution of entrance and membership fee are paid.
Member leaves the Association if he presents a communiqué about leaving. According to this, the Presidium of Association makes a decision about member’s leaving not later then in two month.
4.2. Member may be excluded from Association if he doesn’t meet engagements provided in this Statute, also doesn’t pay membership fee or hampers to achieve the goals of Association.
If members are expelled or have left the Association, they don’t have any right to pretend to the assets of Association, fees of entrance and membership or purposive contributions.
5.Governance of the Association
5.1. Bodies of the Association are folowing:
5.1.1. General meeting of the members of the Association;
5.1.2. Presidium of the Association – collegial managing body;
5.1.3. Director of the Association – sole managing body.
5.2. General meeting of the members of the Association is higher body of the Association.
5.2.1. General meeting of the members of the Association may:
126.96.36.199. amend Statute of the Association;
188.8.131.52. determine aims and main goals of the Association;
184.108.40.206. determine formation of the Associations Presidium, appoint and dismiss it’s members;
220.127.116.11. determine size and order of payment of the entry fee and members fee;
18.104.22.168. found bound responsibility judicial persons;
22.214.171.124. make decisions on reorganizations of the Association and end (reorganization and liquidation);
126.96.36.199. establish branches and subsidiaries and stop their activity;
188.8.131.52. appoint Inspector of the Association and determine coverage of his service;
184.108.40.206. decide other questions according laws of Lithuanian Republic and this Statute which are prescribed to the competency of the general meeting of Association members.
220.127.116.11. general meeting of the Associations members takes place one or more times per year. Extraordinary general meeting of the Associations members must be organized not later then after three months after calling, if call not less then 1/5 of Associations members, Presidium of Association or Inspector.
18.104.22.168. time, date, venue and agenda of the general meeting of the Associations members announces Presidium of Association. About forthcoming general meeting, members of the Association must be informed in writing not later then 10 days before meeting.
5.2.2. General meeting of the Association members is legal if in it participate half or more members of the Association. Decisions in the meeting are made by simple majority of voting members in the meeting. In order to make decision by 22.214.171.124., 126.96.36.199. and 188.8.131.52. subsections of these Statute, 2/3 participating members voting is necessary. Every participant of the meeting, independently of his deposit in Association and members represented, has just one deciding vote.
5.2.3. If there is no quorum, by order of Statute, not latter then after one month, and not earlier, then after 10 days repeated general meeting must be summoned. Repeated general meeting has right to make decisions for all questions of previous meeting agenda, independently of participating members number.
5.2.4. Decisions of the general meeting of the Association are mandatory for Associations Presidium, Administration and members of the Association.
5.3. Presidium of the Association is collegial managing body of the Association, which decides on actual Associations concerns between general meetings.
5.3.1. Associations Presidium is formed of 9 members of Association. Members of the Presidium, also President of the Association are elected in general meeting of the Associations members for 4 years cadency. General meeting of the Association members may dismiss members of the Presidium before the end of his cadency. Member of the Presidium may be appointed as director of the Association.
5.3.2. The main task of the Associations Presidium is to ensure that Statute of the Association, laws of Lithuanian Republic and decisions of the general meeting of the Association are abided. 5.3.3. Presidium of the Association:
184.108.40.206. realizes decisions of the general meeting and reports about their implementation;
220.127.116.11. makes decisions on summoning of the general meeting of the Association;
18.104.22.168. acquiesces members of the Association and makes decisions regarding canceling of membership when will to leave Association is expressed;
22.214.171.124. makes decisions to dislodge member of the Association if he ignores his duties as prescribed in this Statute or in other way harms to the Association;
126.96.36.199. makes decisions when forming annual (quarterly) programs of the Associations activity, considers cases of the special contributions, using of them and other depositing and using of the Associations means;
188.8.131.52. approves Associations managing structure and annual estimate;
184.108.40.206. as prescribed by laws and this Statute, provides suggestions to the general meeting related to the foundation of the branches and subsidiaries, judicial persons, reorganization or liquidation of the Association;
220.127.116.11. considers and submits to the approval of the general meeting of the Association annual financial estimate of the Association;
18.104.22.168. considers and submits to the approval of the general meeting of the Association annual report on the Associations activity.
5.3.4. President of the Association conducts activity of the Presidium. When President is absent, his duties are implemented by Vice-prezident of the Association. Vice-prezident of the Association is elected in the meeting of the Presidium from the members of Presidium. If director of the Association is not members of the Presidium, he may participate in the sessions of the Presidium without right for the vote.
5.3.5. Meetings of the Presidium must take place every three months and are summoned by decision of the Presidium. Extraordinary meeting of the Presidium may be summoned by demand of the 1/3 of the Presidium members, demand of the President or Inspector. Extraordinary meeting of the Presidium must take place not latter then 30 days after demand submitting. Meetings of the are organized by director of the Association. Information about forthcoming meeting, it’s venue, agenda, date, is submitted to the members of the Presidium not latter then 7 days before meeting. Meeting of the Presidium is legal if 1/2 or more of it’s members participate, and decisions are legal when for them vote 2/3 or more participating members of the Presidium. If there is no quorum in the meeting, not latter then after 7 days repeated meeting must by summoned. Decisions according agenda of the previous meeting in the repeated meeting are legal independently of the number of the participating members. Members have equal voting rights. If votes divides equally, vote of the President is decisive.
5.4.1. Director organizes daily activity of the Association. Director and accountant are appointed and their wages are determined by Presidium of the Association when making job agreement. The same person may not stand in both these positions (Director and accountant).
5.4.2. Director of the Association:
22.214.171.124. manages and responses for daily work of the Association, organizes accounting and accountability of the Association;
126.96.36.199. represents Association in governmental and other institutions;
188.8.131.52. organizes work of the managing bodies of the Association, frames projects of the deeds, organizes work of the specialized groups, permanent commissions, consulting meetings of the members of the Association;
184.108.40.206. in the name of the Association makes transactions after approval of the Presidium;
220.127.116.11. forms and renders to Presidium report on the Association’s activity;
18.104.22.168. according structure and yearly estimate of the Association, approved by Presidium, employs and retires employees of the Associations administration, estimates their wages;
22.214.171.124. according laws provides documentation and data to the Registry of the Entities.
6. Consulting meetings of the members of the Association
6.1. To realize the right of members to participate in work of the Association and to draw them into discussion about their urgent problems also to summarize results of adequate activities or to present an information, the consulting meetings of members of the Association are arranged.
6.2. Consulting meetings are arranged in order regulated by Presidium of the Association.
7. Assets and incomes of the Association
7.1. Association may transfer it’s assets and means, guaranty implementation of Association’s obligations or restrict it’s disposition’s rights only in cases when it is necessary for implementation of the goals of the.
7.2. The source of revenue of Association:
7.2.1. contributions of member entrance, membership fees and purposive contributions;
7.2.2. purposive allocations of state and local governments;
7.2.3. unrequitedly by natural and juridical persons transmitted assets and means;
7.2.4. legacies which according to testament are inherited by Association;
7.2.5. profits of juridical persons with limited civilian responsibility established by Association;
7.2.6. interests for means and securities deposited in credit institutions.
7.3. If incomes are received from activities which aren’t provided in statute of Association also if they are received or used by breaking the law of associations of Republic of Lithuania, the incomes are recovered to state budget by the order provided in the laws.
8. Control of the financial activity of the Association
8.1. To check up periodically on financial work of the Association, the general meeting of members of the Association elects an inspector for one year period. To become inspector may natural person, who has a qualifying degree or juridical person, which has right to give audit service. A member of Presidium or administration of the Association can’t become inspector.
8.2. Inspector controls financial work of the Association. He duties are folowing:
8.2.1. check up on annual financial accountability of the Association and other documents of financial book-keeping work.
8.2.2. control financial book-keeping check up on the instructions of general meeting or Presidium of the Association.
8.2.3. report about on check up established violation on next general meeting of members or session of Presidium of the Association.
8.2.4. render an annual account of check up of financial activity of the Association.
8.3. Administration and Presidium of Association must present to inspector all documents of financial book-keeping requested by him.
8.4. Inspector is responsible for concealing of shortcomings of work of the Association by the order provided in the laws.
8.5. State inspection has right to check up on how means gotten from state and local governments are used.
8.6. Inspector may get a payment for check up of work of the Association on decision of the general meeting of members or Presidium of the Association.
9. Reorganization of the Association
9.1. The Association may be reorganized by decision of general meeting of members. It may be reorganized by joining it with other associations or split into several associations. Reorganized associations are registered by the order provided in the laws.
9.2. There must be a valuation of assets of the Association and conclusions about it must be written by inspector (or auditor) before the general meeting of members where the reorganization of the Association will be under consideration is arranged.
9.3. The news about reorganization of the Association must be published in republican newspaper “Respublika” twice; second publication mustn’t be earlier then in 30 days after first advertisement.
9.4. The terms of reorganization and order of their realization is confirmed by general meeting of members by presentation of Presidium of the Association.
9.5. The rights and services of reorganized Association go to after reorganization working associations. The order and terms of taking over of rights and services are established by general meeting of members.
10. The reconstruction of Association
The reconstruction of the Association is executed by the order established in civil code.
11. Liquidation of the Association
11.1. The grounds of liquidation of the Association may be:
11.1.1. the decision of general meeting of members;
11.1.2. the fact that there are left less members then it is established in the law of associations.
11.1.3. a verdict of court to liquidate the Association for violation of law.
11.2. General meeting of Associations members or other institution what has made decision liquidate Association appoints it’s liquidator, grants him adequate powers, determines terms of liquidation, order of the revision and retaking of the estate. After decision to liquidate Association and after appointment of the liquidator, liquidator must provide for the Registry of the judicial entities all documents prescribed by law to register status of the liquidated Association; managing bodies loose their powers, their functions are implemented by liquidator.
11.3. When the Association is being liquidated for a reason specified in 10.1.2. point, remaining members of the Association appoint the liquidator and establish his authorities, terms of liquidation, order of inventory and takeover of property by general agreement.
11.4. About liquidation of the Association must be published in republican newspaper “Respublika” twice; second publication mustn’t be earlier then in 30 days after first advertisement.
11.5. After the liquidation is over, liquidator must draw up a statement of liquidation, present documents to Register of juridical persons and sigh out the Association by order established by law.
11.6. When liquidating Association, its estate and means are used to cover expenditures of the liquidation. If there remain any means, entering fee is returned to members. If remaining means are not sufficient to cover entering fee, entering fee is covered proportionally. In the case when after liquidation there remains estate, by decision of liquidator it is transfers to the one of the funds of charity.
12. Providing of the information about Associations activity to it’s members
12.1. Providing of the documentation, information about entrance fee, members fee and other information to the members of the Association will be determined by separate order.
2006 May 10th editing
Director of the National Association of Business Administrators