CHARTER
Of the Union of Legal Entities - The Association of Financiers of Kazkhstan”
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APPROVED |
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Article 1. general Provisions |
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1.1 |
The official name of the Union of Legal Entities (ULE) "The Association of Financiers of Kazakhstan” (hereinafter called "the Association”): |
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The full name is: |
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In the state language: "Казакстан каржыргерлерiнiн кауымдастыгы" занды тулгалардынбiрлестiгi; In English: The Union of Legal Entities "The Association of Financiers of Kazakhstan"; |
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The shortened name is: |
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in the state language: "Казакстан каржыргерлерiнiн кауымдастыгы" ЗТБ |
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1.2 |
The Association’s location: 67 Aiteke Bi Street, Almaty, 480091, The Republic of Kazakhstan. |
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1.3 |
The period of the Association’s activity is not limited. |
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Article 2. Legal Status |
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2.1 |
The Association is a legal entity in accordance with the legislation of the Republic of Kazakhstan, has in its proprietorship a separate property, and is responsible for this property according to its obligations. The Association has acuired the rights of a legal entity after its state registration and after the entry of records of this in the United State Register of Legal Entities of the Republic of Kazakhstan. |
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2.2 |
The Association is a non-profit organization in accordance with the legislation of the Republic of Kazakhstan and has been established in an organizational legal form for the union of legal entities. The members of the Association preserve their independence and legal entity rights. |
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2.3 |
The Association is not responsible for the obligations of its members, likewise, the members of the Association are not responsible for the obligations of the Association. |
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2.4 |
The Association does not pursue commercialization as the aim of its activity and does not distribute the net income earned between it members. The Association is maintained at the expense of the affiliation and membership fees. |
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2.5 |
The Association owns, uses, and disposes of its property within the limits imposed by the current regulation and by the General Meeting of the Association members. |
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2.6 |
The Association has an independent balance sheet, bank accounts, stamp, logo, letterheads, and other attributes specifying the name in the state language and in Russian. |
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2.7 |
The Association has the right to sign deals on its own behalf, to acuire property and personal non-property rights and to be held responsible for which, to be the plaintiff and the defendant in court, and to carry out other actions which do not contradict the legislation of the Republic of Kazakhstan. |
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2.8 |
The Association may acuire and assign the rights of ownership and use protection documents, know-how technology, and other information. |
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Article 3. The Aims and Subjects of the Association’s Activity |
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3.1 |
The principal aims of the Association’s activity are: |
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(a) |
to represent the Association members in governmental and other bodies, and to express the common interests of and provide protection to the Association members on their behalf; |
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(b) |
to improve the regulatory acts of the Republic of Kazakhstan which pertain to the activities of the Association members and affect their interests; |
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(c) |
to interact with governmental bodies to ensure the effective activity of the Association members and the development of the Republic of Kazakhstan’s financial system.. |
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3.2 |
The subjects of the Association’s activity are as follows: |
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(a) |
participation in the development of the regulatory acts of the Republic of Kazakhstan on issues of financial market regulation and taxation; |
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(b) |
the analysis and summarization of proposals made by the Association’s members with regard to the improvement of legislation; |
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(c) |
participation in the implementation of financial, budgetary, tax, and foreign exchange policy in Kazakhstan; |
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(d) |
participation in the further improvement of the pension provision and social security infrastructure; |
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(e) |
participation in the improvement of the stock market infrastructure; |
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(f) |
participation in the development and realization of measures for the support and protection of local producers’ interests; |
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(g) |
providing informative assistance to the Association’s members. |
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Article 4. The Rights and Obligations of the Association |
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4.1 |
In order to achieve the aims of the Charter, the Association has the right to: |
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(a) |
disseminate information on its activity without restraint; |
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(b) |
represent and protect the rights and lawful interests of its members in governmental bodies, courts, and other organizations within the limits of the powers delegated to it, in the manner stipulated by the legislation of the Republic of Kazakhstan; |
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(c) |
obtain information from its members on their activities, except information that is considered to be confidential; |
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(d) |
publish and disseminate printed matter in the statutory established manner; |
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(e) |
establish legal entities and open representative offices and branches if so reuired to achieve the Association’s aims; |
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(f) |
provide informative support, recommended practice, and other assistance, including assistance in financial matters, to third parties; |
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(g) |
enjoy other rights that do not contradict the legislation of the Republic of Kazakhstan, or the aims and subjects of the Association’s activity. |
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4.2 |
The Association is obliged to: |
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(a) |
act in accordance with the requirements of the current legislation and constituent documents; |
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(b) |
observe the requirements of this Charter and the Association’s by-laws adopted in accordance therewith; |
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(c) |
provide the Association members with full information on its activity, including the minutes from General Meetings of the Association members, from the Association’s Council meetings, and other Association documentation. |
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Article 5. Association Membership |
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5.1 |
Membership in the Association may be full membership or associate membership. Full members of the Association may be legal entities of the Republic of Kazakhstan falling within the following list: |
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(a) |
Banks; |
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(b) |
Credit societies; |
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(c) |
Non-banking financial organizations that perform certain types of banking operations; |
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(d) |
Accumulation pension funds; |
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(e) |
Pension Asset Management Companies; |
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(f) |
Investment companies; |
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(g) |
Management companies; |
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(h) |
Insurance companies; |
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(i) |
Professional participants of the securities market; |
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(i-1) |
Auditing and consulting companies; |
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(j) |
Other professional participants of the financial market, stock market and foreign exchange market; |
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(k) |
Scientific organizations. |
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5.1.1 |
Associate members of the Association may be legal entities that are non-residents of the Republic of Kazakhstan, similar to those indicated in the list in point 5.1, as well as international organizations, associations, unions, and groups of foreign financial institutions. |
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5.2 |
Candidates for Association membership should submit a standard membership application to the Association’s Council for consideration. |
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5.3 |
The decision confirming or refusing membership should be given to the applicant no later than one month from the time of the application’s submission. |
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5.4 |
A refusal of Association membership should be given in written form giving the grounds for the decision. The applicant may appeal against such a decision at the General Meeting of the Members. |
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5.5 |
The Association shall keep a register of Association members. Information on Association members should include the name and location of every member of the Association and information on their management. The register should also reflect cases of membership suspension and expulsion. |
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5.6 |
Association members are obliged to notify the Association about all changes to their details in the register on a timely basis. |
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Article 6. The Rights and Obligations of the Association’s Members |
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6.1 |
Full members of the Association have the right: |
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(a) |
to take part in the management of the Association the manner stipulated by the current legislation of the Republic of Kazakhstan and this Charter; |
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(b) |
to receive information on the Association’s activity, including familiarization with the minutes of the General Meetings of Shareholders, sessions of the Association’s Council, as well as accounts and other Association documentation; |
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(c) |
to apply to the Association’s bodies with written requests on its activity, and to receive a reply within thirty days from the date of request; |
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(d) |
to take part in the Association’s activity relating to the development and discussion of the drafts laws and regulations of the Republic of Kazakhstan which regulate the financial sphere and taxation, and other on issues that are the subject of the Association’s activity; |
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(e) |
to vote through an authorized representative at the General Meeting of the Association Members when making decisions; |
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(f) |
to elect, and be elected to, the Association’s management bodies; |
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(g) |
to use the services provided by the Association; |
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(h) |
to use membership in the Association for advertising purposes; |
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(i) |
to take part in the sessions of the Association’s Council when discussing and considering issues directly related to the activity of the Association’s member; |
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(j) |
to apply to the Association’s bodies any inquiry relating to the Association’s execution of its aims and objectives; |
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(k) |
to terminate their membership in the Association on a voluntary basis. |
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6.1.1 |
Associate members of the Association have the rights specified in paragraph 6.1, with the exception of subparagraphs (а), (е), (f), (i). |
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6.2 |
A member of the Association is obliged: |
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(a) |
to observe the requirements of the legislation of the Republic of Kazakhstan, this Charter, and the Association’s by-laws, and also to implement the decisions of the Association’s bodies that have been adopted in accordance with the Charter in its activity; |
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(b) |
to pay affiliation and membership fees on time; |
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(c) |
to disallow the abuse of membership in the Association; |
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(d) |
to notify the Association of all changes to information on themselves that is contained in the register of Association’s members on a timely basis; |
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(e) |
to promote the Association’s activity by means of participating in the development and discussion of the drafts laws and regulations of the Republic of Kazakhstan that regulate the financial sphere; |
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(f) |
to observe the provisions of any agreement signed by members of the association that has been duly signed by the member. |
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6.3 |
Members of the Association may bear other liabilities if they have been undertaken in accordance with written agreements and other documents approved by the Association’s management bodies in the established manner. |
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Article 7. Charter Capital and Membership Fees |
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7.1 |
The Association’s charter capital is equal to 4050000 (four million and fifty thousand) tenge, |
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7.2 |
The founders are obliged to form the Association’s charter capital within a month of the date of its state registration as a legal entity. |
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7.3 |
Members of the Association pay affiliation fees and monthly membership fees to the amount determined by the Association’s Council. |
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7.4 |
When joining the Association, members should pay the affiliation fee within a month of the Association Council’s decision to admit the Association members. |
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7.5 |
An Association member may pay the membership fees for any period in advance. |
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7.6 |
The amount and time of the affiliation and membership fee payment for Association members may be changed by the decision of the Association’s Council. |
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Article 8. The Suspension and Termination of Association Membership |
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8.1 |
Membership in the Association shall be suspended by a decision from the Association’s Council if the Association member has overdue membership fees and does not pay them within a month of receiving written notice from the Association. |
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8.2 |
The Chairman of the Association’s Council shall notify a member of the Association of the membership suspension in written form within 3 days. |
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8.3 |
The Association’s Council is obliged to make decision on the reinstatement of Association membership within a week of receiving the full payment of overdue membership fees from the member, the membership of whom has been suspended. |
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8.4 |
Association membership may be terminated on a voluntary basis, or based on a decision made by the Association Council. |
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8.5 |
Voluntary termination is made based on a written application for withdrawal from the Association, submitted to the Association Council. |
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8.6 |
The decision on terminating Association membership shall be made by the Association’s Council. Membership in the Association shall be terminated from the time of the decision on expulsion or from another date determined by the decision of the Association’s Council. |
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8.7 |
The following may serve as grounds for terminating Association membership in accordance with the decision of the Association’s Council: |
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(a) |
violation of the Charter provisions, and failure to meet liabilities undertaken in accordance with the signed agreements, approved rules and other duly adopted by-laws of the Association; |
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(b) |
disclosure of confidential information on the Association’s activity and that of its members; |
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(c) |
causing material damage to the Association; |
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(d) |
the non-payment of overdue membership fees within a month of the decision to suspend membership; |
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8.8 |
The assignment of Association membership to third parties is not allowed. |
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8.9 |
Consideration of membership renewal following expulsion from the Association is not possible before a year has expired. |
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Article 9. The Associations Managment Bodies |
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9.1 |
The Association’s management bodies are as follows: |
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(a) |
The General Meeting of the Association members is the supreme management body; |
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(b) |
The Association Council is the management body; |
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(b-1) |
The Chairman of the Association Council is the executive body |
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(c) |
The Internal Auditor is the supervisory body. |
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Article 10. The General Meeting of Association Members |
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10.1 |
The General Meeting of the Association members is the supreme body that governs the Association (hereinafter, the ‘General Meeting’). |
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10.2 |
The exclusive jurisdiction of the General Meeting includes: |
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(a) |
the adoption and introduction of changes and additions to the foundation documents of the Association; |
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(b) |
the election and early termination of powers belonging to the members of the Association Council, the Chairman, and the Association Internal Auditor; |
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(c) |
determination of the procedure and frequency for the submission of financial statements by the Chairman of the Association Council, as well as the procedure for carrying out checks by the Association Internal Auditor, and confirmation of the findings of such checks; |
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(d) |
approval of a general estimate of expenses incurred in the maintenance and performance of the Association’s current activities; |
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(e) |
making decisions on the Association’s participation in the establishment or activities of other legal entities, and also in that of its branches and representative offices, within the limits established by the corresponding legislative acts, |
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(f) |
making decisions with regard to the voluntary reorganization and liquidation of the Association. |
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10.3 |
Decisions for sub-items (a) and (f) of point 10.2 are to be made on not less than two-thirds of all the votes present at the General Meeting. For all other issues, a simple majority of all votes present at the General Meeting will be sufficient. |
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10.4 |
Each member of the Association enjoys one vote in decision-making at the General Meeting. |
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10.5 |
General meetings can be regular or extraordinary (emergency). |
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10.6 |
A regular general meeting is called by the Association Council within the time-frame specified by the decision of the General Meeting, but at least once a year. A General Meeting dedicated to the approval of the Association’s annual financial statements are held no later than three months after the end of the fiscal year. |
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10.7 |
An extraordinary (emergency) General Meeting is called upon events stipulated in the legislation of the Republic of Kazakhstan, this Charter, and upon any other events when the convocation of such a meeting is necessitated by the interests of the Association. The extraordinary General meeting is called by the Association Council, the Internal Auditor, or upon the initiative of the Association members possessing two-thirds of the total number of votes. |
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10.8 |
No later than ten days before the opening of the meeting, the body or person (persons) calling the General Meeting must notify each member of the Association in writing at the addresses specified in the register of Association members. The notification must specify the venue, date, and the proposed agenda of the General Meeting. |
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10.9 |
The Association Council develops and approves the agenda for the General Meeting. |
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10.10 |
If an extraordinary General meeting is called by the Internal Auditor or by a group of Association members, the General Meeting is conducted without an agenda. Moreover, the General Meeting only has the right to pass resolutions on those issues that have led to the convocation of the general meeting. |
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10.11 |
No later than five days before the General Meeting, each member of the Association has the right to submit a proposal for the incorporation of additional issues into the agenda of the forthcoming general meeting to the Association Council. The Association Council must make a substantiated decision on the introduction of changes and additions to the agenda of the General Meeting before it starts. Each member of the Association may appeal against such a decision by the Association Council at the General Meeting. |
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10.12 |
The General meeting may revise the Agenda if at least two-thirds of the votes present at the meeting have voted in favor of such a decision. |
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10.13 |
The General Meeting is deemed to be authorized, and the conditions of the quorum are deemed to be met if the members of the Association attending the meeting are enjoying, in aggregate, at least two-thirds of the total number of votes. |
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10.14 |
The Chair and the Secretary of the General Meeting are elected at by the meeting through a simple majority in the votes of the Association members present at the meeting. |
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10.15 |
In the event where there is no quorum, the General Meeting shall be convened again at a date no later than forty five days after the first convocation of the meeting. In cases of an additional convocation, the rules established in Items 10.7 and 10.8 hereof must be complied with. A meeting convened for the second time is deemed to be authorized, irrespective of the number of votes enjoyed by the Association members attending the General Meeting |
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10.16 |
The Minutes of the General Meeting must be drawn up no later than three days after the General Meeting is held. |
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10.17 |
The Minutes of the General Meeting must include the following: |
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(a) |
the full name and address of the Association; |
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(b) |
the venue and date of the General Meeting; |
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(c) |
the agenda of the General Meeting; |
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(d) |
the quorum of the General Meeting; |
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(e) |
the procedure for voting in the General Meeting; |
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(f) |
the total number of votes from members of the Association on each agenda issue put to a vote; |
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(g) |
the Chair (presidium) and Secretary of the meeting; |
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(h) |
The addresses of persons participating in the General Meeting; |
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(i) |
the issues put to a vote, and the voting results; |
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(j) |
the decisions passed by the General Meeting. |
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10.18 |
the Minutes are signed by the Chair and the Secretary of the General Meeting. |
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10.19 |
the Minutes from General Meetings are filed together and stored in the files of the Association. |
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Article 11. The Association Council |
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11.1 |
The Association Council (hereinafter, the “Council”) is the body governing the Association. |
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11.2 |
The Council has the right to make decisions on all issues pertinent to the activities of the Association, except for those issues that have been referred by the Charter to the exclusive jurisdiction of the General Meeting or the Internal Auditor. |
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11.3 |
The Council is a collegiate body, elected in an individual order, by a number of representatives who have been Association members for a term of two years, in the General Meeting. |
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11.4 |
On behalf of each member of the Association only one person is elected to the Council. Candidates gaining the majority of the votes are considered to be elected to the Council. |
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11.5 |
The Members of the Council may earn commission for fulfilling their functions, subject to the procedure established in this Charter or by the decision of the General Meeting. |
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11.6 |
The quantitative composition of the Council is approved by the decision of the General Meeting. |
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11.7 |
The Council’s key objective is to manage the Association in such a way that would enable it to achieve its charter purposes. |
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11.8 |
The following issues shall be in the exclusive jurisdiction of the Association Council: |
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(a) |
the development and submission of draft changes and additions to the Charter for consideration by the General Meeting; |
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(b) |
the approval of the Association’s internal regulations; |
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(b-1) |
the approval of changes to the expenses for the support and execution of the Association’s current activities within the limits of the overall cost-estimate approved by the General Meeting; |
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(c) |
the submission of annual financial statements and the Council report to the General Meeting; |
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(d) |
the development of program for the Association’s activity in the following year; |
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(e) |
the approval of the General Meeting’s agenda; |
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(f) |
ensuring interaction with the mass media; |
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(g) |
other issues that fall beyond the jurisdiction of the General Meeting or the Internal Auditor, and that are set forth in this Charter or other documents. |
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11.9. The Powers of the Council |
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11.10 |
Within the limits of their obligations, or by virtue of special powers determined by the decisions of the General Meetings and the Council, the members of the Council may represent the Association in public bodies, courts and other organizations. |
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11.11 |
Members of the Council may exercise their powers either personally or through their proxies. An authorized person (representative) of a member of the Council acts on the basis of a Power of Attorney issued, and signed in person, by the Council member. Special powers that are vested upon a member of the Council by a decision from the Council or the General meeting may not be transferred to third parties. |
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11.12. The Procedure for calling Council meetings |
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11.13 |
Council meetings are convened on an as-needed basis. |
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11.14 |
The Council meetings are convened by the Chairman of the Council, or upon the request of the majority of Council members which is submitted to the Chairman of the Council. |
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11.15 |
Notice of the Council meeting is sent to each member of the Council at least three days before the meeting is to take place. This notice may be in written, or other, format, and must set forth the date and venue of the meeting and the issues put up for discussion. |
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11.16 |
All necessary materials relating to the agenda issues should be attached to the notice. |
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11.17. The Procedure for making decisions in the Council |
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11.18 |
The presence at least of two-thirds of the members of the Council, or their plenipotentiary representatives, at a meeting is considered to be a quorum. The Chairman of the Council or, in his/her absence, any other member of the Council elected by a simple majority of the votes of those Council members’ present chairs Council meetings. |
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11.19 |
All Council decisions are made by a simple majority in the votes. In cases of an equal distribution in the votes, the vote of the Chairman is decisive. |
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11.20 |
The Council determines the format of the voting: |
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11.21 |
Council decisions may be made by an indirect vote. The Council determines the procedure for indirect voting. |
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11.22 |
Within 24 hours of the meeting being held, any member of the Council that disagrees with the prevailing opinion has the right to submit his/her individual opinion that must be attached to the minutes from the Council meetings. |
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11.23 |
The decisions made by the Association Council are signed by the Chairman of the Council and recorded in the minutes from the Council meeting. The Council Chairman and the Secretary sign the minutes. |
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Article 12. The chairman of the Council |
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12.1 |
The Chairman of the Council is the executive body of the Association and is elected by the General Meeting for a period of two years. |
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12.1-1 |
In the event of the Chairman’s early resignation, the Council shall appoint an acting Chairman until a decision is made at the General meeting. |
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12.2 |
The Chairman of the Council heads the Council within the limits of his/her jurisdiction as determined in the Charter, and is responsible for implementing the General Meeting and Council’s decisions. The Council Chairman represents the Association before third parties without a power of attorney, and has the right of first signature on banking and other financial documents of the Association. |
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12.3 |
The following issues are within the jurisdiction of the Chairman of the Council: |
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(a) |
ensuring the implementation of the agenda for the Association’s activities; |
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(b) |
initiating the convocation of regular and extraordinary General Meetings; |
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(c) |
the approval of the Association’s staffing arrangements; |
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(d) |
the appointment of people to offices, the dismissal of employees from the Association and the heads of the Committees, the conclusion of individual labor agreements, the use of incentives and the imposition of disciplinary penalties, the determination of labor pay systems, the determination of salary levels and personal bonuses, and the resolution of bonus-related issues; |
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(e) |
the conclusion of contracts, the opening of Association bank accounts; |
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(f) |
the issuance of powers of attorney for the right to represent the Association before third parties; |
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(g) |
ensuring that materials, labor and financial resources are in the manner intended; |
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(h) |
within the limits of his/her competence, the Chairman issues decrees, instructions and regulations, the implementation of which is mandatory for all employees of the Association; |
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(i) |
carrying out other functions in accordance with the decisions of the General Meeting and the Council. |
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Article 13. The Association Staff |
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13.1 |
The organizational structure of the Association consists of its staff. |
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13.2 |
The staff is accountable to the Council and its Chairman in its activities. |
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13.3 |
The staff makes provisions for the day-to-day activities of the Association. |
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13.4 |
The staff ensures the realization of the agenda of the Association’s activities, revises internal regulations, prepares the Association’s annual financial statements and the agenda for the General Meeting, and ensures the provision of informational and advisory services to the members of the Association. |
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Article 13-1. Association Committees |
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13-1.1 |
Committees are established for the accomplishment of certain charter objectives of the Association. The Council determines the committees’ composition, supervisors, and the term of their office. |
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13-1.2 |
Representatives of members of the Association, the full-time employees of the Association, and other persons appointed by the Council may serve as members of the |
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13-1.3 |
The Committee is accountable to the Council and its Chairman. |
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13-1.4 |
Financial support of the Committee, including logistical support and the remuneration of employees of the Committee, may be carried out at the expense of funds allocated by the Council. |
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Article 14. The Internal Auditor of the Association |
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14.1 |
The Internal Auditor exercises control over the activities of the Chairman of the Council. |
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14.2 |
Within his jurisdiction the Internal Auditor: |
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(a) |
exercises control over the administrative and financial activities of the Chairman of the Council; |
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(b) |
exercises control over the activities of the Chairman of the Council to make sure that it is compliant with the legislation of the Republic of Kazakhstan and with the internal regulations of the Association; |
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(c) |
carries out internal audits and the examination of cash, banking, and other financial operations engaged in by the Association during the year, as well as the examination of the availability and condition of Association’s assets. |
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14.3 |
The Internal Auditor of the Association is elected by the General Meeting from among representatives of the members of the Association for a term of two years. A member of the Council can not be nominated for election as Internal Auditor. |
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14.4 |
Audits are carried out upon the decision of the General Meeting or upon the request of a group of members of the Association whose number must not be less than one-third of the total number of the members of the Association. |
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14.5 |
The rights and obligations of the Internal Auditor: |
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(a) |
the Internal Auditor has the right to familiarize themselves with all of the necessary documents and materials, including accounts statements that relate to the financial business operations of the Association; |
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(b) |
in the course of an audit, the Internal Auditor has the right to demand and obtain from the executive officials of the Association, and the latter is obliged to submit all required documents and personal explanations regarding issues under the audit; |
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(c) |
to ensure an independent examination of the Association’s operations, the Internal Auditor has the right to recommend that the Council call upon experts and external auditors. The Council budgets the funds, that are designated for the remuneration of services provided by experts and external auditors, within the limits of the amounts approved by the General Meeting for these purposes; |
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(d) |
The Internal Auditor must send the results of the audits completed by him/her to the General Meeting and the Council. The findings from the audit are drawn up in the form of an act to be signed by the Internal Auditor; |
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(e) |
The Internal Auditor is personally liable for the impartial and diligent fulfillment of the obligations vested on him/her in accordance with the procedure established in the legislation of the Republic of Kazakhstan that is in force; |
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(f) |
The Internal Auditor has the right to convene an extraordinary General meeting in the event where the critical interests of the Association have become jeopardized or in the case where abuse on the side of the executive officials of the Association has been revealed; |
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(g) |
In the event of the unavailability of an external auditor, the Internal Auditor shall draw up his/her audit opinions with respect to the annual reports and balance sheets and submit them to the General Meeting. In these cases the balance sheet of the Association may not be approved by the General Meeting without the audit opinion of the Internal Auditor. |
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Article 15. The Association’s Property and Sources of Finance |
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15.1 |
The Association has right to acquire property on lawful grounds and to own the property necessary for the achievement of the Association’s charter objectives. |
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15.2 |
The Association’s sources for the origination of property are as follows: |
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(a) |
contributions from the founders of the Association; |
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(b) |
affiliation and monthly membership fees; |
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(c) |
free material contributions and donations; |
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(d) |
the proceeds (return) from the sale of goods, work, and services in events established by the legislation; |
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(e) |
dividends (yield, commission (interest) accruable on stock, bonds, other securities and bank holdings (deposits); |
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(f) |
any other proceeds not forbidden by the Republic of Kazakhstan’s legislation. |
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Article 16. The Conditions and Procedure for the Reorganization and Termination of the Association’s Activities. |
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16.1 |
The Association may be reorganized upon a decision by the General Meeting of Association members, following the procedure set forth in the Republic of Kazakhstan’s legislation and this Charter. |
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16.2 |
The Association may be reorganized in the form of a merger, affiliation, separation, detachment, transformation, or any other form stipulated in the legislation. |
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16.3 |
The Association is deemed to be reorganized, with the exception of reorganization in the form of an affiliation, from the date when the newly emerged organization(s) receives its government registration. In the event of the Association being reorganized in the form of another organization’s affiliation to it, the Association is deemed to be reorganized from the date that a record is made in the state register of legal entities regarding the cessation of the affiliate organization’s activities. |
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16.4 |
The Association may be liquidated on a voluntary basis by a decision from the General Meeting, or on the basis of forced liquidation (upon a court decision), on the grounds, and in accordance with the procedure set forth in the legislation of the Republic of Kazakhstan and this Charter. |
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16.5 |
When making a decision concerning the liquidation of the Association, the General Meeting shall appoint a liquidation committee and establish the liquidation procedure and deadlines. From the time a liquidation committee is nominated, all powers in the area of the Association’s property and business administration will be transferred to the former. |
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16.6 |
The Liquidation Committee shall announce information on the liquidation of the Association, and also announce the procedure and deadlines for the filing of claims by its lenders in accordance with the legislative requirements. The period within which claims can be filed may not be less than two months from the announcement of the Association’s liquidation. |
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16.7 |
Upon the expiry of the deadline for filing claims, the Liquidation Commission shall draw up an intermediate liquidation balance sheet that will include data on the composition of the Association’s property, a list of claims filed by lenders, and information on the results of considering such claims. |
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16.8 |
In the event of the Association lacking sufficient funds to meet lenders’ claims, the Liquidation Committee shall proceed with the sale of the Association’s property at a public auction in accordance with the procedure established for the enforcement of court decisions. |
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16.9 |
From the day the intermediate liquidation balance sheet is approved, the Liquidation Committee shall repay debts to the lenders of the Association in the order of priority stipulated in the Republic of Kazakhstan’s Civil Code, Article 51, and in compliance with this balance sheet. |
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16.10 |
After finalizing settlement with the lenders, the Liquidation Committee shall draw up a liquidation balance sheet to be approved by the General Meeting. |
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16.11 |
Property that remains under liquidation following settlement with the lenders may not be distributed among the members, founders, executive officials or employees of the organization, and can not be used for the Association’s charter objectives or transferred to a non-profit organization pursuing the same or similar goals. |
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16.12 |
Liquidation of the Association is deemed to be complete, and the Association is deemed to have ceased its existence, after a record to this effect is entered in the state register of legal entities. |
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Article 17. The Procedure for Making Changes and Amendments to the Charter. |
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17.1 |
Changes and amendments to this Charter are drawn up in writing in accordance with the requirements of the legislation of the Republic of Kazakhstan and are introduced on the decision of the General Meeting. |
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17.2 |
According to Item 11.8, sub-item (а), draft changes and amendments to the Charter are developed by the Association Council, and are later submitted for consideration and approval by the General Meeting in compliance with the provisions of this Charter. |
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17.3 |
When making a decision on the approval of changes and amendments to the Charter in accordance with Article 10 hereof, the General Meeting shall also appoint a person authorized to sign the changes and additions. |
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17.4 |
Subsequent to the approval of changes and additions to the Charter by the General Meeting, the changes and additions shall be submitted to the state authorized bodies for registration, subject to the procedure established in the legislation of the Republic of Kazakhstan. |
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Chairman of the Council |
U. Jandosov |
