OMNI-Net Statute

1. GENERAL PROVISIONS.

1.1. The International Charitable Fund “OMNI-Net for Children” (hereinafter referred to as the Fund) is an international charitable organization, which acts on the premise of legality, humanity and coincidence in interests and its members’ rights equality, publicity, voluntariness and self-governing.
1.2. The Fund has an international charitable organization status, activity of which is spread on the territory of Ukraine, the USA and other countries, where the Fund offices will be established, according to the existing legislation.
1.3. The Fund in its activity is guided by the Constitution of Ukraine, the Law of Ukraine “On charity and charitable organizations”, existing legislation of Ukraine, legislation of those countries, where in accordance with established procedures the representative offices will be established and also by this Statute.
1.4. The Fund is independent from all political parties, public movements and organizations. It collaborates with state authorities and other juridical and natural persons.
1.5. The Fund accrues the juridical entity rights in accordance with established by the Ukrainian existing legislation procedures. It has an independent balance, bank accounts, its symbols, and seal, round signet with its name in Ukrainian, letterheads and other necessary for its activity elements. The symbolics is registered in accordance with established by the law procedures.
1.6. The Fund is established for the indefinite period of time.
1.7. The Fund is responsible for its activities by its applicable property and funds. The Fund is not responsible to the state; the state is not responsible to the Fund.
1.8. The name of the Fund:
In Ukrainian:
Full name: Міжнародний благодійний фонд „ОМНІ-МЕРЕЖА ДЛЯ ДІТЕЙ”;
Abbreviated name: МБФ „ОМНІ-МЕРЕЖА ДЛЯ ДІТЕЙ”.
1.9. Location of the Fund “OMNI-NET FOR CHILDREN”: 33028, Rivne, 16 Lypnya St., 36.

2. AIM, SUBJECT, TASKS AND BASIC FORMS OF THE CHARITY FUND ACTIVITIES.

2.1. The aim of the Fund activity is devoted to charity, which is directed on children social protection increase and birth defects prevention.
The subject of the Fund activity is welfare standards improvement of the recipients of charitable assistance.
2.2. The main tasks of the Fund are as follows:

  • promoting development and implementation of the research and clinical programs concerning birth defects and development abnormalities diagnosis;
  • promoting birth defects and development disabilities prevention;
  • participation in development and encouragement of the educational programs and early intervention techniques;
  • promoting the telemedicine development in order to establish close contacts between specialists at the local level and those at the national and international levels;
  • providing health care specialists, families with sick children and public access to informational resources regarding birth defects diagnosis, care and prevention;
  • collaboration with medical institutions and organizations, medical libraries and other state and public institutions in order to promote medical staff and publicity knowledge improvement about birth defects diagnosis, care and prevention means;
  • rendering help and participating in holding conferences, seminars and other activities, which deal with birth defects.

2.3. To realize the goals set forth in this Statute, the Fund’s charitable activities include the following:
2.3.1. One-time financial support, welfare or other help.
2.3.2. Systematic financial support, welfare or other help.
2.3.3. Funding specific goal-oriented programs.
2.3.4. Granting or permitting use of its property free of charge.
2.3.5. Incurring the costs related to free, full or partial charitable objects maintenance.
2.3.6. Rendering help by personal work, services and granting the personal creative work results.
The Fund charitable activities by granting specific services (doing work), which are to be certificated and licensed, are permitted only after such certification or licensing in accordance with established by the Ukrainian legislation procedures and are not aimed to realize a profit.

3. RIGHTS OF THE FUND.

3.1. In order to be engaged in charitable activities but not to realize a profit the Fund has a right to:
3.1.1. Decide independently issues of giving charitable help to recipients, use purposeful charitable contributions, which are made by contributors and aimed at charity program realization under the terms of the contribution;
3.1.2. Join societies, associations and other unions, which are established on a voluntary basis and help to perform the Statute tasks;
3.1.3. Exchange information and specialists with corresponding foreign organizations.
3.1.4. Organize charitable contributions collection from juridical and natural persons, foreign countries and international organizations;
3.1.5. Determine forms, objects, subjects and size of charitable help;
3.1.6. Open bank accounts (in national and foreign currency);
3.1.7. Establish mass media, enterprises, institutions and organizations with the legal entity status;
3.1.8. Establish its own departments, representative offices and branches in accordance with the Ukrainian legislation;
3.1.9. Be a member of other charity organizations;
3.1.10. Have its own symbols, which should be registered in accordance with the current legislation of Ukraine;
3.1.11. Popularize its name and symbols.

4. MEMBERSHIP IN THE FUND. RIGHTS AND OBLIGATIONS OF THE MEMBERS.

4.1. Members of the Fund can be citizens of Ukraine, foreign citizens, stateless people aged 18 and also juridical entities irrespective of the property forms, which support the Fund’s goals, its activity principles, recognize its Statute and are ready to work for the determined tasks performance.
Members of the Fund who are juridical entities exercise their rights and obligations through their representatives.
4.2. Founders of the Fund are its members.
4.3. A member of the Fund has one voice on voting.
4.4. Enrollment is made by the Fund Executive Committee on the basis of:

  • written application (for individual members of the Fund);
  • decision of the organization, institution or enterprise administration and written application (for juridical entities).

4.5. All members of the Fund have equal rights to:

  • apply to administrative bodies of the Fund for help to implement projects, which are directly linked to statute activities;
  • take part in all actions held by the Fund;
  • introduce proposals on the issues of the Fund activities to statutory bodies of the Fund;
  • take part in general meetings of the Fund;
  • vote during general meetings;
  • elect and be elected to the administrative bodies of the Fund;
  • receive information concerning the Fund administrative bodies’ activities;
  • freely quit the Fund membership at any time.

4.6. All members of the Fund have the following obligations:

  • fulfill requirements of the Statute and other documents, approved by general meetings of the Fund;
  • act in accordance with the objectives and tasks defined by the Statute;
  • pay membership fees at the rate and on terms defined by the Fund Executive Committee;
  • refrain from actions, that may cause property or moral damage to the Fund.

4.7. The process of quitting the Fund membership is performed on the basis of:

  • written application, which is handed in to the Fund Executive Committee (for individual members of the Fund);
  • decision of an administrative body, organization, institution or enterprise and written application (for juridical entities).

The Fund Executive Committee makes decision about stopping the Fund membership.
4.8. According to the Fund Executive Committee decision a member of the Fund can be expelled for:

  • systematic breaks of the Statute requirements;
  • non-payment of membership fees during three periods running;
  • failing to keep member’s obligations, defined by the Statute;
  • failing to keep member’s obligations, defined by rules and regulations of the Fund.

5. THE FUND ADMINISTRATIVE BODIES’ ESTABLISHMENT, ACTIVITIES AND AUTHORITIES.

5.1. The superior administrative body of the Fund is a collective body, General Meeting of the Fund’s members (hereinafter referred to as the Meeting).
5.2. The Meeting can be regular or extraordinary.
5.3. The regular Meeting is convened by the Executive Committee no less than once in three years.
The agenda, date/time and place of the General Meeting of the members of the Fund should be communicated by the Board of the Fund not later than one month prior to the meeting. The notice is made by sending a corresponding letter to the e-mail addresses of each member of the Fund, provided during their affiliation. In addition, the Board may send SMS messages to the members of the Fund to their telephone numbers provided by them during their affiliation and by mail (a registered letter).
5.4. The extraordinary Meeting is convened in case of need during the month on request of no less than a half of the Fund’s members, on request of no less than two thirds of the Executive Committee members, and on request of no less than two thirds of the Supervisory Board members.
5.5. The Meeting is considered to be valid, if no less than one half of the Fund’s members is present.
5.6. The Meeting’s decisions are taken by voting and considered to be adopted, if more than a half of the present Fund’s members, personally or remotely with the use of modern telecommunication technologies, have approved them. When there is an equality of votes, the Meeting decision cannot be adopted.
5.7. The Meeting can delegate a part of its responsibility to the Supervisory Board and the Executive Committee by taking an appropriate decision.
5.8. The duties of the Fund Meeting are as follows:

  • determination of the Fund’s main activity tendencies;
  • adoption of the Fund Statute, changes to it, and its supplements;
  • election and termination of authority or termination of powers (withdrawal) of the Chairman and members of the Executive Committee, Chairman and members of the Supervisory Board of the Fund;
  • taking decision about the Fund’s reorganization or its liquidation; determination of the Fund’s liquidation procedures and problems, that occur in consequence of such reorganization (liquidation);
  • the Liquidation Committee constitution; its reports and the Fund’s final liquidation balance approval;
  • the Supervisory Board reports and the Executive Committee reports approval;
  • approval and adoption of the Fund’s annual accounts, auditors’ reports and balance having discussed the Supervisory Board conclusions on the matter;
  • taking decisions about the Fund representative offices establishment.

5.9. The Meeting has a right to submit any issue of the Fund’s activity for consideration.
The Fund Meeting adopts a charitable program, a complex of charitable actions, aimed at solution of the tasks, which correspond to the Statute purpose of the Fund.
5.10. The Executive Committee is an executive body of the Fund. The Executive Committee members are elected by the Meeting, 3 in number, for a term of 3 years. The Executive Committee decides all issues, concerning the Fund activities, apart from those, which are considered to be of the Meeting’s competence.
The Fund Executive Committee:

  • ensures the Fund’s decisions fulfillment;
  • works out plans and the Fund’s charitable activity programs with their next approval on the Meeting;
  • submits proposals for changes and supplements to the Statute for the Meeting consideration;
  • decides to establish self-sustained organizations of the Fund;
  • appoints managers of the Fund representative offices following the Supervisory Board’s recommendation;
  • on the Supervisory Board’ recommendation, adopts the Fund’s personnel arrangements and their living expenses, rate of which should not be higher than 20% of the current year budget;
  • controls the Fund’s property and funds and develops a procedure of their usage on the basis of the Fund Meeting’s decisions;
  • adopts samples, stamp description, signet, and the Fund’s symbolics, and their usage regulations;
  • solves issues, which are outside the Meeting’s or the Supervisory Board’ competence.

The Executive Committee meeting is valid, when no less than two of its members are present. The Executive Committee meets no less than once a quarter. The Executive Committee takes decisions by a majority of votes of present members. When there is an equality of votes, vote of the Head of the Executive Committee is considered to be conclusive. The Head of the Executive Committee controls the Executive Committee’s work.
5.11. The Fund Executive Committee is led by the Head of the Executive Committee, who is elected by the Meeting for a term of three years. In the absence of the Head of the Executive Committee, his duties shall be performed by the Deputy Head of the Executive Committee.
The Head of the Executive Committee:

  • manages the Fund;
  • carries out all the Meeting’s and the Executive Committee’s decisions;
  • represents the Fund’s interests in contacts with public authorities, local authorities, enterprises, institutions, and organizations;
  • signs annual reports;
  • exercises daily control and management of the Fund’s work and its material and technical basis;
  • signs agreements, contracts, treaties on behalf of the Fund;
  • has a right of the first signature in the Fund’s financial documents;
  • controls the execution of plans, approved by the Meeting;
  • appoints personnel and divides duties between the Fund’s members of staff;
  • settles the personnel questions in accordance with the Ukrainian labor laws; employs and dismisses members of the Fund personnel;
  • signs an estimate for income and estimate of expenditure and other official documents;
  • the Head of the Executive Committee gives orders and instructions, which are of the Executive Committee competence.

5.12. The Supervisory Board carries out controlling and administrative functions of the Fund.
The Supervisory Board consists of five members: the Head of the Supervisory Board and four members of the Supervisory Board.
The Head and members of the Supervisory Board are elected by the Meeting for a term of three years.
The members of the Fund Executive Committee, the Head of the Fund Executive Committee and other officials of the Fund cannot be elected to the Supervisory Board.
The Head of the Supervisory Board controls and organizes the work of the Supervisory Board.
The duties of the Supervisory Board are as follows:

  • approves charity programs;
  • exercises control of the Fund’s property and funds purposeful usage;
  • examines annual plans, submitted by the Fund Executive Committee, estimates, the Fund’s reports; prepares its totals and recommendations to the General Meeting;
  • makes decisions about bringing the Fund’s officials to property accountability;
  • examines annual reports and balance drafts, prepared by the Fund Executive Committee;
  • settles the questions concerning giving the General Meeting recommendations about annual report and balance draft approval;
  • if necessary, initiates extraordinary auditing of the Fund’s financial activities;
  • The Supervisory Board holds its meetings as necessary, but not less than once in six months. The meeting of the Supervisory Board is deemed competent if at least 2/3 of its members are present. Decisions of the Supervisory Board shall be taken by a simple majority of its members present at the meeting. The Supervisory Board meetings are chaired by the Head of the Supervisory Board.

The Supervisory Board examines the Fund’s financial activities following the instructions of the Meeting or on its own initiative. The members of the Supervisory Board give the Meeting a report on examination results.
5.13. All accounts and other documents and the Fund’s officials’ personal interpretations should be given to all members of the Supervisory Board on their request.
The members of the Supervisory Board can participate in the Executive Committee meetings with a right of deliberative vote.

6. FUND’S SOURCE OF FUNDING. PROPERTY AND FUNDS USAGE PROCEDURES.

6.1. The Fund can possess movables and immovables, tangible and intangible assets, funds, and other property, which is purchased on legal ground and is necessary for its statute activities.
The Fund can complete any agreements concerning its property and funds, which do not contradict its statute aims and Ukrainian legislation.
6.2. The Fund’s property and funds are formed with:

  • founders’ contributions, taxes, and other charitable contributions;
  • charitable contributions and purposeful donations (charitable grants) given by juridical and natural persons in money terms or in any other way;
  • income from conducting charitable contribution campaigns, charitable public measures; charitable lotteries and auctions concerning disposal of property and contributions;
  • income from deposits, and securities; incomings from enterprises and organizations, which are charity organization properties;
  • credits cannot be the Fund’s source of property and funds;
  • the Fund’s property and funds can not be an object of the pledge;
  • It is prohibited to distribute received income (profits) or its parts among founders, members of the Fund, employees (other than paying for their work, assigning of a single social contribution), members of the governing bodies and other persons related to them.

6.3. The Fund’s activity is aimed at performance of the Fund’s statute tasks and goals.
6.3.1. The Fund is completely independent in taking economic decisions, determination of terms of the staff labor remuneration, usage of its property and finances according to the legislation requirements.
6.3.2. The Fund can possess movables and immovables, tangible and intangible assets, funds, and other property, which is purchased on legal ground.
6.3.3. Organizations and institutions established by the Fund keep business and statistical accounting. They are registered in state tax system bodies and included into budget in the course and the rate determined by actual legislation.
6.4. The Fund keeps the books of funding economic and charitable activities on individual accounts both in national and foreign currency.
The Fund’s financial activity meets the requirements of the Ukrainian legislation.
Revenues (profits) of the Fund are used exclusively to finance expenditures on its maintenance, realization of goals (tasks) and activities determined by the Statute.
6.5. Control of the Fund’s activities, including the usage procedures of its property and finances, assigned for charitable activity, is exercised by the executive authorities in accordance to their competence.
Within the bounds of their power, controlling executive authorities have a right to exact necessary documents and clear explanations from contributors and the Fund’s management bodies.
Contributors, who donated their property, finances, and other stocks of materials and capital equipment to the Fund, receive report on the usage of mentioned property and finances on their request. If property, finances, and other stocks of materials and capital equipment are donated on end use, report on their usage is given by the Fund to the contributor without fail.
Recipients of the charitable contributions and purposeful donations (charitable grants) must account to contributors and charitable organizations for their usage.

7. ORDER OF CHANGES TO THE STATUTE.

7.1. The Fund Meeting approves changes to the Statute.
7.2. The Fund informs a recording body about changes during the period of 10 days.

8. INTERNATIONAL CHARITABLE ACTIVITIES.

8.1. International charitable activities of the Fund include participation in the international charitable projects, in the international charitable organizations’ work, which do not contradict Ukrainian legislation, the standards and principles of international law.

9. ORDER OF LIQUIDATION OF THE FUND.

9.1. Activities of the Fund can be stopped by its reorganization (merging, accession, division, reformation) or liquidation.
9.2. Reorganization of the Fund is performed after the Meeting’s decision, according to the Statute requirements.
In case of the Fund reorganization, its rights and duties are devolved on assignees.
The Fund cannot be reorganized into a juridical entity, business purpose of which is deriving an income.
9.3. Liquidation of the Fund is performed after the Meeting or court decision in cases, provided by the actual legislation of Ukraine.
The liquidation committee, established by the authority, which has taken the decision about liquidation, performs liquidation of the Fund. Liquidation committee places in the official press an announcement about the Fund liquidation, order and terms of raising claims by creditors; reveals the Fund’s debtors and creditors, and settles up with them.
9.4. In case of termination of a legal entity (as a result of its liquidation, merger, partition, accession or transformation), assets are transferred to one or more charitable organizations or are included to the budget revenue.

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