I. GENERAL PROVISIONS

1.1. Innovative Projects Support Association (hereinafter referred to as the Association) is a volunteer public organization basing upon mutual assistance of informative, methodological, organizational and material support of its members in implementation of innovative projects in scientific, cultural, educational and commercial areas.

1.2. The Association has a status of municipal association, which extends its activities at the territory of Izmail city. The Association is an association in its organization structure.

1.3. The Association performs its activities in compliance with existing Law of Ukraine and these Statutory Provisions on the principles of voluntary, equity, self-management and publicity.

1.4. The Association is an organization, which does not place deriving profit among its aims.

1.5. The Association is a legal entity subject to the Law of Ukraine entitled to take part in civil legal relations, acquire material and non-material titles, bear duties, and to perform both as plaintiff and defendant in courts. The Association possesses own name, balance, current and depositary bank accounts (foreign currency inclusive), corporate seals and stamps, own symbols and logotype.

1.6. The Association does not bear any liabilities for the obligations of its members, neither do the latter bear the liabilities for the obligations of the Association.

1.7. The Association is not liable under the obligations of the State, Governmental bodies and institutions and neither does the State, its bodies and institutions bear any liabilities for the Association obligations.

1.8. Full Association name in English is The “Association of Innovation Projects Support”. Abbreviated Association name in English reads as “AIPS".

1.9. The Association legal address is Apt. 39, 19, Ivan Franko Street, Izmail, Odessa Region, 68600 – Ukraine.

II. THE ASSOCIATION’S AIMS AND OBJECTIVES

2.1. The Association places as its main aim to support innovative activities and to protect interests of people involved in creative actiities as well, as to consolidate their creative efforts directed to improve educative, cultural, scientific and economic potential of Ukraine.

2.2. The Association main objectives are: -

-        Setting up mutually coordinated activities among the persons and entitites initiating innovation activities and experts, institutions and organization simplementing new and advanced scientific, educational, cultural and commercial projects; strengthening contacts and development of traditions of supporting arts and culture;

-        Rendering support to iniative and creative people to implement innovative projects, business career, election campaign including promotion to higher postures;

-        Lobbying and protecting interests of creative people in legal and local authorities and at enterprises, institutions and organizations with any form of ownership;

-        Informative, methodic, organizational and economic assistance to creative people in innovation activities during implemntation of their projects;

-        Assistance in upgrading qualification, education, employment and professional promotion of initiative and creative-minded people;

-        Holding meetings, conferences, thematical seminars for creative-minded people;

-        Studying creative potential in the Izmail city, building databases regarding available projects and their authors;

-        Imposing own propositions as to regional innovatie activities development and its integration into global scientific, cultural and economic areas;

-        Developing and implementation of an intermediatory and warrant system for creative projects both by individuals and associations;

-        Studying and proliferation of the advanced international experence ininovative activities, creation and improvement of international cooperation.

2.3. Association develops and approves programmes of its activities at its own discretion.

2.4. In order to achieve its aims the Asssociation is entitled to: -

-         Acquire in existing order buildings, installations, spaces, equipment, transport aand other property, touse own property and property provisionally assigned in its ownership or usage accordig to its respective purposes and to render own property in a teporary disposal of other legal entities or individuals;

-         To sell and to forward to other legal entities and individuals and exchange its material and non-material funds;

-         To enter into agreements and contracts on own behalf, employ legal entitites in accordance with scope of activity as well as individuals under contract or on other civil law basis to achieve scheduled aims;

-         Deal in publishing business, produce published and polygraphic products;

-         To hold exhibitions, symposia, conferences, seminars, mass cultural, sports and touristic events;

-         Render advertisement services;

-         Determine structure, number of emplyees and personnel staff of the association bodies, approve terms of payment for work done, wages, surcharges and bonuses terms and rates for personnel employed with the Association;

-         To participate in the structure of other associations, institutions and organizations and to grand membership to any other associations, companies and organizations of non-political profile;

-         To promote intrnational cooperation and toestablish direct links with foreign legal entities and individuals as well, as with Association Members, being currently or residing abroad;

-         To hire real estate andother materials and non-material resources;

-         To insure property;

-         To render material support to the association Members, staff personnel and other individuals acting in the interests of the Association.

2.5. The Association may use all the other rights assigned by the acting law of Ukraine. 

2.6. Association has no rights to:

-        Restrict possibilities of its members in implementing their projects at their own and renderinng professional services in their own scope of activities both in Ukraine and abroad;

-        Create unequal conditions for entering Association for any person or for activities of any participant;

-        Involve into activities no specified in the Statutor Provisions;

III. TERMS AND PROCEDURE FOR ENTERING AND QUITTING THE ASSOCIATION

3.1. Membership in the Association is rendered since the written application registration date:  

-        Individuals who support the Accociation activities, appreciate these Statutory Provisions, and whose age according to existing laws allows them to enter public associations, who have presented their written application to the Association Board and paid the entrance fee;

-        Legal entities involved in scientific, educational, cultural, health-protecting areas, public, commercial or production activities, who agree with these Statutory Provisions, presented written application to the Association Board and paid the entrance fee.

3.2. The exclusion from the Association Members is subject to the solution adopted by the majority members attending the General Meeting and between the General Meetngs – subject to the solution adopted by majority of the Association Board Members:

- As regards an individual member - in case of prolonged failure to perform or inability to perform duties provided in these Statutory Provisions or in case of being involved into activities which controvene the Association reputation, or subject to own written request;

- As regards a corporate entity in case of its dissolution, or in case of prolonged failure to perform or inability to perform duties provided in these Statutory Provisions or in case of being involved into activities which controvene the Association reputation, or subject to owners’ written request.

IV. ASSOCIATION MEMBERS AND FOUNDERS RIGHTS AND LIABILITIES

4.1. Association Members have right to:

-         Take part in any programmes and/or events held by the Association;

-         Take part in the General Meeting of the Association;

-         To leave Association at any time without claiming back the entrance fee, the member’s fee or sponsorship instalments;

-         To obtain from the Association bodies information on its activities and consultations concerning the matters of the Association activities;

-         To assign other individuals to represent one’s interests within the association, including taking part in the Association Congresses;

-         To propose to Association bodies projects of documents for final approval, to propose corrections to existing documents or to documents subject to approval;

-         To hold an audit for their innovation projects subject to appropriate request;

-         To expand general data on oneself in the Association;

-         To obtain an asistance from Association in implementing one’s innovative projects;

-         To represent the interests of the Association;

-         To apply for changes in top management or members of the Association administratory bodies, Association officials in case of their breach of existing laws or these Statutory Provisions;

-         To use Association symbols to present one’s own individual activities subject to consent obtained from the Association Board;

-         To render sponsorship support to the Association.

4.2. Association Member duties:

- To keep with Statutory Provisions requirements and the contents of solutios adopted by the Association Congress;

- To pay membership fee;

- To advice Association bodies as to any changes in the personal or corporate data allowing to maintain contacts with the Member.

4.3. Association has the Honoured Membership Status

The Honoured Members may be prominent scientists or experts, public figures, heads and directors of business entities, organizations and institutions who substantially contributed into development and improvement in education, scientific, cultural end economic fields or into general Association image. They may be elected subject to decision adopted by the majority among Board Members if persons being elected do not oppose to such a membership.

Honoured Members may take part in the work of Association Congress and Board with consultative vote and are exepted from entrance fee and membership fee payments.

4.4. Founders of the Association are the individuals who signed these Statutory Provisions.

The Founders of the Association are also the Association Members and cannot have scope of rights that any other Association Member and they have the same duties as all other Members.

Failure of a Founder to comply obligations towards the Association heads to exclusion of such a Founder from the Association subject to terms provided under these Statutory Provisions as regards the exclusion from Association Members.

Exclusion of any Founder from the Association Members does not require the changes in these Statutory Provisions.

V. FORMATION AND FUNCTIONS OF ASSOCIATION STATUTORY BODIES AND THEIR POWERS

5.1. The Association Members Congress is the highest Association body.

The Association Members’ Congress may be called by the Association President, Association Board, Supervisory Commission and held in Izmail. Normally, Congresses are held once every five years. Extraordinary Congress is called and held as appropriate.

All the Association Members are subject to be notified about the forthcoming Congress via any source of mass media and via E-mail (for the Members who registered their E-mail address with the Association). Such a notification must be effected, at least, 5 days prior the stated date of Congress. Notification must contain Congress Agenda, time and place of holding, data on the initiating party, regulations of documents processing presented for discussion.

5.2. The Congress powers:

-        To adopt a solution on establishment, reorganizing or dissolving the Association;

-        To approve Association Statutory Provisions, to adopt alterations, amendments thereto;

-        To adopt or to approve internal documents which regulate Accociation activities strategy;

-        To approve the rates of entrance fee and membership fees;

-        To elect Association President from the Association Members;

-        To elect Association Board and Board Chairman from the Association Members;

-        To elect Supervisory Comission and the Head of Supervisory Comission from the Association Members;

-        In case of dissolution to adopt the decision to appoint the Liquidation Commission and to approve the Dissolvency Balance;

-        To adopt the decision as to the Association joining any other organization and as to rendering a Membership to any other public entity;

-        To be entitled to cancel any decision adopted by the Association President or Board except those dealing the legal relations in the matter of property, contractual obligations or labour relations;

-        To adopt a decision as to Membership exemption;

-        To adopt decision as to pre-term termination of the President, Board Members and Supervisory Commission Members’ powers in case of their breaching existing law of Ukraine or these Statutory Provisions;

-        May delegate some of its powers to the Association Board.

5.3. The decision as to Statute approval, posing alterations and amendments into the Statutory Provisions, amendments to previously adopted decisions, decision as to the Association reorganization or dissolution, decisions as to the pre-term termination of the President, Board Members and Supervisory Commission Members’ powers are adoptable by 2/3 Members taking part in the Congress. Other decisions may be adopted by simple majority votes of the Association Members, present at the Congress. Each Association Member possesses only one decisive vote.

The voting under the discusssed matters may be opened or secret as appropriate subject to the decision of the Congress participants.

5.4. Accociation President powers:

-        To represent the Association in Governmental, administrative bodies, institutions, public organizations;

-        Calls the Congress;

-        Presides at the Congress;

-        May take part in the Board sessions with decisive vote;

-        Appoints for maximum one year the Board Chairman from the Board Members in case of pre-term Chairman missing;

-        Appoints for maximum one year the Supervisory Commission Chairman from the Commission Members in case of pre-term Chairman missing;

-        Takes direct steps as regards the faults elimination, as specified by Supervisory Commission

5.5. In the intervals between the scheduled Congresses the Board is the main Body of the Associaion which holds sessions as required. The decision adopted at the Board Session is obligatory for any other Association Bodies except the Supervisory Commission.

The Board is elected for five years and numbers three persons, at least. Number of the Board Members shall be subject to the Congress decision.

The Board Session shall be legally valid provided more than a half of the Board Members possessing decisive votes were present at the session.

The Board adopts its decisions by a simple majority. Should the votes split equally the Board Chairman vote shall prevail and will decisive.

In case of breach of the existing law of Ukraine, these Statutory Provisions or internal regulations the powers of the Board Member (including Board Chairman) may be revoked before the expiration of powers.

5.6. Association Board:

-        Calls normal and extraordinary Congresses, determines their Agenda, place and time of holding Congress, coordinates preparations and controls the implementation of the adopted decisions;

-        Adopts a decision as to suspending Membership in Association as well, as excluding from the Association Members between the Congresses;

-        Assigns the Honoured Membership;

-        Supervises the activities of the Association officials;

-        Adopts documents on incomes and expenditures;

-        Approves working plans of the Association;

-        Adopts a decision on representing the Association in national and international institutions and organizations;

-        Supervises financial and economic activities of the Association;

-        Takes a decision on delegating some of its powers to the Association officials. The decision is regarded as adopted if a majority of total number of the Board voted in favour of it;

-        Performs other functions appropriate with these Statutory Provisions.

5.7. The officials of the Association are the President, Board Chairman, Deputy Board Cahirman, Chief Accountant and other officials approved as such at the Asssociation Board Session. The President is the highest official of the Association/

5.8. The Board Chairman powers:

-        Organization and control over the implementation of the decisions adopted by the Association Board;

-        Within own power organizes activities toimplement the statutory aims, Association plans implementation, represents Association interests in mutual relations with other organizations and State bodies;

-        Handles all the matters of the Association activities except those solely delegated to Congress and Board;

-        May only adopt the recommending decision in respect of the Association Members;

-        Has right to act on behalf of the Association without documented Power of Attorney, including opening and closing bank accounts; signing agreements, including employment agreements, issue orders and instructions obligatory for all the personnel employed with the Association; sign the Association documents, issue powers;

-        Adopts a decision on writing off the balance material and non-material resources;

-        Applies means of material support for the personnel employed with the Association and the Members and is entitled to hold them disciplinarily liable;

-        Aproves the staff list and wages payment terms for Association personnel, forms the Association staff, approves prices and payment rates for contractors, performs other functions as specified in th Congress and Board decisions;

-        Has right to delegate the personnel employed with the Association and Members and personne of other organizations performing any work for the Association on a business trip, including abroad;

-        Reports to the Congress on the Board activities.

5.9. The Board Chairman successes the Association President should the latter be unable to perform duties. Under such circumstances all the Association President powers and authority are transferred to the Board Chairman

5.10. For operative management of the Association activities the Board Chairman appoints a Deputy Chairman from the Board staff who may act on behalf of the Association without Power of Attorney.

5.11. The Supervisory Commission is a control body of the Association that is elected at the Congress for five years and in number of at least three persons and is reportable to the Congress. The actual numbers shall be at the Congress decision.

Supervisory Commission controls the compliance with Statutory Provisions as well as budget usage and Association costs. Supervisory Commission informs the Board about the found faults and provides the Congress with their reports on the work done.

Supervisory Commission is empowered to demand from Association officials any necessary materials, accounting and other documentation and explanations thereto.

Supervisory Commission provides its conclusions as regards the annual accounting report. The Supervisory Commission is entitled to demand calling an extraordinary Congress should any threat to the Association interests is discovered of any wrongful actions of officials are found.

5.12. Association may form constant and special committees, including local. The personal staff of the committees and order of their work are outlined in Provisions on Profile Committees approved by the Board.

5.13. Association officials must keep confident data as regards the Association activities and may be dismissed in case of disclosure.

VI. ASSOCIATION CURRENCY AND PROPERTY

6.1. Association is an owner of those material and non-material resources rendered to the Association by legal entities and individuals into ownership as well, as other property acquired on the basis, permitted by law.

6.2. Associaton bears the risks of accidental loss or damage of the resources belonging to the Association. Association losses are reimbursed from the created funds, which are formed subject to the approved budget and on terms specified in these Statutory Provisions. In case when these funds are insufficient the losses are reimbursed from the revenue derived from the sales of the resources.

6.3. Association is liable for own obligations by means of the entire property belonging to the Association on which arrest may be placed subject to decision of a court with further sale to cover obligations to creditors as determined in existing law of Ukraine.

6.4. The funds in national and foreign currency and other property of the Association consist of:

- Entry fee, membership fees and sponsorship donations;

- Charity or targeted instalments from legal entities and individuals who are not Members of the Association;

- Passive and other income provided by law of Ukraine on taxation at the moment of thir arrival.

6.5. The Association funds are only spent for achieving aims outlined in these Statutory Provisions and decisions adopted by the Association Congresses and cannot be distributed among the Members and other parties.

6.6. The Association funds are spent in accordance with the approved budget.

VII. RECORD KEEPING AND REPORTING

7.1. The Association carries bookkeeping, operative and statistic records and accounting in acoordance with the procedure determined by existing laws of Ukraine.

7.2. Operative accounting year in Association is a period lasting from January 1 till December 31 of a calendar year or as may otherwise be specified in the existing law of Ukraine.

7.3. The board Chairman, Deputy board Chairman and Chief Accountant are personally liable for keeping with order, processing and genuinity of the records keeping and statistical reporting.

VIII. PROCEDURE FOR ALTERING AND AMENDING THE STATUTORY PROVISIONS

8.1. The decision to alter or mend the Statutory Provisions of the Association is adopted at the Congress and requires the consent of the majority of the Members present at the Congress. Alterations and amendments to these Statutory Provisions construe integrated and incorporated part of these Statutory Provisions.

8.2. The alterations and amendmnts to the Statutory Provisions shall be reported by the Association Board to the registration body of voluntary civil association within five days upon their implementation.

8.3. In any case of necessity to alter or amend the Statutory Provisions and other documents of the Association which are subject to be approved at the Congress in order to bring them into compliance with the existing law of Ukraine the decision to effect such alterations may be adopted by the Board with further advise to the Association Members within one month term. Such a decision is regarded as adopted if most of the entirenumber of Board members voted in favour.

IX. LIQUIDATION AND REORGANIZATION OF THE ASSOCIATION

9.1. Reorganization (joining, splitting, reformation) and dissolving the Association is effected subject to the decision adopted by the Congress or to order issued by competent court.

9.2. In case of reorganization all the rights of the Association are transferred to the successors (other non-profit deriving organizations) or are credited to budget, or otherwise applied so as to meet the requirements of the existing laws of Ukraine as they provide at the time of reorganization.

9.3. All the documentation belonging to the Association (management, financial, personnel, etc.) is delivered in the existing due order to the successors or, if no successors available, to State depositary.

9.4. The procedure of liquidation of the Association is effected by liquidation commission formed by the Congress.

Liquidation commission defines the terms and procedure of effecting the liquidation, evaluates the property of the Association, settles accounts with debitors and creditors strikes the liquidation balance, and passes it to the Congress for final approval.

In case of liquidation the property of the Association or funds derived from the proceeds of sale may not be distributed between the Members of the Association. The remaining funds and property are subject to be taken to the State budget or, subject to the decision of the Congress, are disposed as prescribed by the existing law as stated at the moment of liquidation.

Founders:                     Sign                  Constantin A. Lykhoglyad

                                     Sign                  Volodymyr V. Baltin

                                    Sign                  Andrey L. Gerashchenko

                                    Sign                  Sergiy I. Shatilov