Section 1. General Provisions
- The association of legal entities “Civil Aviation Association of Kazakhstan,” hereinafter referred to as the “Association,” is a non-governmental, non-profit organization established at the initiative of “Nursultan Nazarbayev International Airport” JSC and “TechnoAeroService” LLP. The Association operates based on voluntariness, equality of rights, self-management, legality, accountability, and transparency to achieve the goals and objectives outlined in this Charter.
- The Association carries out its activities in accordance with the Constitution of the Republic of Kazakhstan, the Civil Code of the Republic of Kazakhstan, the Law of the Republic of Kazakhstan “On Non-Profit Organizations,” this Charter, the Foundation Agreement, and other normative acts of the Republic of Kazakhstan.
- The full name of the Association: in the state language: «Қазақстанның азаматтық авиация қауымдастығы» заңды тұлғалар бірлестігі; in Russian: объединение юридических лиц «Ассоциация гражданской авиации Казахстана»; in English: association of legal entities «Civil aviation association of Kazakhstan».
- The abbreviated name of the Association: in the state language: «Қазақстанның азаматтық авиация қауымдастығы» ЗТБ, «ҚААҚ» ЗТБ; in Russian: ОЮЛ «Ассоциация гражданской авиации Казахстана», ОЮЛ «АГАК»; in English: ALE «Civil aviation association of Kazakhstan», ALE «CAAK».
- The legal address of the Association is: Republic of Kazakhstan, 010000, Nur-Sultan city, Yesil district, Kabanbai Batyr avenue, building 119, postal code 010000.
- The Association carries out its activities throughout the entire territory of the Republic of Kazakhstan.
Section 2. Legal Status of the Association
- The Association acquires the rights of a legal entity in accordance with the current legislation of the Republic of Kazakhstan (hereinafter referred to as the «legislation») from the moment of state registration and carries out its activities throughout the territory of the Republic of Kazakhstan and beyond its borders.
- Legal entities that are members of the Association (hereinafter referred to as the «members of the Association») retain their legal and economic independence. Any net income received by the Association as a result of its activities shall be used in accordance with the procedure established by the legislation for the purposes stipulated by the Constituent Documents and may not be distributed among the members of the Association.
- The Association has a seal, stamp, letterheads, an independent balance sheet, settlement and other accounts with banking organizations, including foreign currency accounts, its own symbols, as well as its own property and financial resources necessary for the implementation of its statutory goals and objectives.
- The Association has separate property and shall be liable for its obligations within the limits of its property against which enforcement may be imposed in accordance with the legislation. The Association may, in its own name, acquire and exercise property and personal non-property rights and obligations, and may act as a plaintiff or defendant in court.
- The Association may engage in ancillary entrepreneurial activities only insofar as this is consistent with its statutory goals. For the purpose of carrying out entrepreneurial activities, the Association has the right to establish business partnerships or participate in such partnerships to achieve the statutory goals for which it was established.
- The Association shall not be liable for the obligations of its members. The members of the Association shall bear subsidiary liability for its obligations in the amount of the contributions paid by them upon joining the Association. The State shall not be liable for the obligations of the Association, nor shall the Association be liable for the obligations of the State.
- The Association freely disseminates information about the goals and subject matter of its activities.
- The term of the Association’s activities is unlimited, except in cases of liquidation of the Association in accordance with the procedure established by the Constituent Documents or the legislation.
- The Charter shall enter into legal force from the moment of its registration with the justice authorities of the Republic of Kazakhstan.
- All provisions of the Articles of this Charter are legally binding on all members of the Association.
Section 3. Purpose and Scope of Activities of the Association
- The purpose of establishing the Association is to unite legal entities to coordinate their activities, represent and protect their common interests, as well as promote the development of civil aviation.
- The scope of activities of the Association includes studying and introducing international best practices into the activities of civil aviation entities, as well as assisting the members of the Association in carrying out activities aimed at achieving the goals of the Association stipulated by this Charter.
- The objectives of the Association are:
1) representing and protecting the interests of the members of the Association in their interaction with government authorities, international and non-profit organizations, and other third parties, as well as participating in the work of expert and working groups and commissions;
2) analyzing and developing proposals and recommendations for improving legislation, government programs and other regulatory legal acts governing the activities of civil aviation entities, as well as participating in legislative drafting;
3) developing a unified position of the members of the Association on the key strategic areas of civil aviation development;
4) providing Kazakhstani and foreign companies, organizations, their associations and unions with information and consulting services on matters arising from the activities of the Association;
5) organizing the exchange of experience among the members of the Association and with external organizations, as well as organizing training and professional development of personnel;
6) organizing and holding various seminars, forums and conferences, including international ones, aimed at the development of civil aviation, taking into account international experience, as well as providing broader coverage of the activities of the Association and its members;
7) organizing publishing activities and producing magazines and newspapers covering the professional activities of the members of the Association and the Association itself;
8) conducting industry research and analytical projects;
9) organizing expert discussions on issues related to the development of civil aviation.
Section 4. Rights and Obligations of the Association
- The Association has the following rights:
1) to represent the interests of the members of the Association before government authorities, the Government and the Parliament of the Republic of Kazakhstan; to study issues related to current problems in civil aviation; to collect, process and disseminate information and statistical data on such issues; to facilitate their resolution or propose ways, procedures and methods for resolving such issues in accordance with the legislation;
2) to cooperate with state and non-state bodies; to perform work assigned to it on the basis of contracts and agreements; to voluntarily assume delegated powers and functions; to obtain any documents, regulatory legal acts, rights, privileges, benefits or concessions necessary to achieve the objectives of the Association; and to perform, exercise and comply with the terms and conditions of any such documents, regulatory legal acts, rights, privileges, benefits and concessions in accordance with the legislation. At the same time, interference by the Association in the affairs of state bodies, or by state bodies in the affairs of the Association, is not permitted, except as specifically authorized by law;
3) to join other non-profit organizations, associations and unions; to be a participant (founder) of any other legal entities; and to establish structural subdivisions (branches and representative offices), including outside the Republic of Kazakhstan;
4) to support or participate in public or charitable events, as well as to participate in the activities of organizations and societies that serve the interests of the Association or its members;
5) to establish various forms of incentives for members of the Association, including badges of honor, for the purpose of recognizing civil aviation employees, acknowledging their professional contribution to the development of the Industry and the Association, and enhancing the prestige of the profession;
6) to exercise any powers provided for by the legislation of the Republic of Kazakhstan;
7) to initiate and implement industry projects, including the preparation of analytical materials, conducting research, organizing industry events and implementing initiatives aimed at the development of civil aviation;
8) to engage legal entities and individuals on a contractual basis to perform work and provide services aimed at achieving the statutory goals of the Association, including expert, consulting and organizational services;
9) to interact with international industry organizations, participate in international projects and organize international industry events.
- The Association is obligated to:
1) act in accordance with the requirements of the current legislation of the Republic of Kazakhstan and the Constituent Documents;
2) comply with the requirements of the legislation of the Republic of Kazakhstan, this Charter and the internal documents of the Association adopted in accordance therewith;
3) provide the members of the Association with information about its activities, including the minutes of the General Meetings of the members of the Association (hereinafter referred to as the «General Meeting»), meetings of the Supervisory Board of the Association (hereinafter referred to as the «Association Council»), and other documentation of the Association.
Section 5. Terms and Procedure for Admission to and Withdrawal from the Association. Types of Membership in the Association
- Any legal entities, including unions, associations, public associations, foundations and other non-profit and commercial organizations whose activities do not contradict the purpose and scope of activities of the Association may become members of the Association.
- The Association provides for the following types of membership: full membership and associate membership.
- Full members of the Association have voting rights at the General Meeting, and their representatives may be elected to the governing bodies of the Association.
- Associate members of the Association have an advisory vote at the General Meeting.
- The Founders become full members of the Association from the date of state registration of the Association. The Founders shall not have any preferential rights or privileges in relation to other full members of the Association.
- Members of the Association who fully pay their annual membership fees shall be entitled to use its services free of charge.
- Admission to the Association. Admission to membership in the Association shall be carried out on the basis of a written application addressed to the Chairperson of the Association Council.
- All new members shall pay an admission fee in the amount of 30% (thirty percent) of the annual membership fee within 30 (thirty) days from the date on which the General Meeting adopts a decision on admission to the Association. The remaining amount shall be paid no later than 1 (one) month from the date of admission of the applicant to the Association.
- An applicant becomes a member of the Association upon approval of their candidacy by the General Meeting and payment of the admission fee, after which the applicant acquires all the rights and assumes all the obligations of a member of the Association, and is entitled to be referred to as a member of the Association.
- The date of admission to the Association shall be the date of signing the membership agreement with the Association.
- The procedure for payment and the amount of the annual membership fee shall be established by the General Meeting. Decisions on changing the procedure for payment or the amount of the annual membership fee shall enter into force from the date of their adoption by the General Meeting.
- Termination of Membership. Membership may be terminated by a decision of the General Meeting in the following cases:
1) voluntary withdrawal of a member from the Association without the right to receive a share of the Association’s property, in accordance with the procedure established by the legislation, by submitting a corresponding written notice addressed to the Managing Director of the Association;
2) failure, without valid reasons, to perform the obligations established by decisions of the General Meeting, the Charter and the internal regulations of the Association;
3) failure to pay membership fees on time within 30 calendar days from the date of issuance of the invoice for payment;
4) actions/inaction that discredit or cause damage to the image and/or property of the Association or its members.
- Procedure for Expulsion of Members from the Association:
1) a member of the Association shall be notified by the executive body of the Association in writing no later than 7 (seven) calendar days before the General Meeting of the reasons for submitting the issue of their expulsion from the Association to the General Meeting, with the right to participate in the discussion of this issue;
2) in the absence of the member of the Association or their legal representative at the General Meeting without valid reasons, a decision on their expulsion may be made without their participation.
- A member of the Association may withdraw from the Association at any time upon the expiration of one month from the date of submission of a written application for withdrawal. Upon withdrawal or expulsion from the Association, a member of the Association shall, for a period of two years from the date of termination of membership, bear subsidiary liability for the obligations of the Association in proportion to the amount of the contribution paid by such member upon joining the Association. Paid membership fees shall not be refundable. The powers of representatives of such organization in the bodies of the Association shall terminate from the date of termination of the organization’s membership.
- The expulsion of a member from the Association falls within the competence of the General Meeting of the members of the Association. The grounds for expulsion from membership in the Association are:
1) violation of the provisions of this Charter;
2) disclosure of confidential information;
3) causing substantial harm to the Association;
4) failure to pay the required membership fees during a calendar year.
- None of the members of the Association shall have the right to represent the Association in any manner whatsoever or act on behalf of the Association at any time, except where such representation or action has been previously authorized in writing by the General Meeting of the Association, provided that such representation or action strictly complies with the authorization granted.
Section 6. Rights and Obligations of Members of the Association
- Members of the Association have the right to:
1) participate in the management of the Association in accordance with this Charter;
2) nominate their representatives to the bodies of the Association;
3) submit proposals for consideration on all matters falling within the scope of activities of the Association, participate in their discussion and decision-making;
4) make full use of the business and commercial information available to the Association;
5) receive, upon their first request, the decisions of the General Meetings held, the annual reports of the Association for any of the last three years, and the lists of members of the Association Council and the Audit Commission;
6) participate in the activities of the Association and in events organized by the Association;
7) publish articles in the periodicals of the Association;
8) submit proposals for improving the activities of the Association;
9) submit a proposal to reduce the annual membership fee, providing a reasoned explanation;
10) voluntarily withdraw from membership in the Association in accordance with the procedure established by the current legislation of the Republic of Kazakhstan, this Charter and the Founding Agreement;
11) require the Managing Director to ensure the proper performance by the members of the Association of their obligations in accordance with the current legislation of the Republic of Kazakhstan and the Constituent Documents of the Association;
12) participate in (hold membership in) other commercial and non-commercial organizations;
13) receive information from the Managing Director of the Association about the activities of the Association within 5 calendar days;
14) vote at the General Meeting of the members of the Association;
15) exercise any rights of a member of the Association that are not prohibited by the legislation of the Republic of Kazakhstan.
- Members of the Association shall:
1) comply with all provisions of the Charter and the Founding Agreement of the Association;
2) pay membership fees in the amounts, in accordance with the procedure and within the time limits established by the Charter or decisions of the General Meeting;
3) fulfill their obligations to the Association with regard to participation in its activities as defined by the Charter and internal regulations of the Association;
4) comply with decisions of the General Meeting, executive, supervisory and other bodies of the Association;
5) provide statistical data necessary for the activities of the Association;
6) not disclose information that, pursuant to the internal and other documentation of the Association, has been designated as a commercial secret;
7) assist the Association in carrying out its activities.
Section 7. Governing Bodies of the Association
- The governing bodies of the Association are:
1) the General Meeting — the supreme governing body of the Association;
2) the Supervisory Board — the advisory and consultative body of the Association;
3) the Managing Director — the executive governing body of the Association;
4) the Audit Commission (Auditor) — the supervisory body of the Association.
Section 8. General Meeting of the Members of the Association - The General Meeting of the Members of the Association (the «General Meeting») is the supreme governing body of the Association. The General Meeting consists of the members of the Association or persons authorized by them to represent their interests.
- The principal function of the General Meeting is to ensure compliance with the purposes for which the Association was established.
- The members of the Association exercise their rights to manage the Association through the General Meeting.
- The General Meeting may be regular or extraordinary. A regular General Meeting shall be convened at least once a year. An extraordinary General Meeting shall be convened by the Managing Director of the Association on their own initiative or at the request of at least one-tenth of the total number of members of the Association.
- The General Meeting dedicated to the approval of the annual financial statements of the Association shall be held no later than three months after the end of the relevant financial year.
- The Chairperson of the General Meeting shall be elected from among the representatives of the full members of the Association for a term of 3 (three) years.
- The General Meeting shall have a Secretary responsible for organizing the submission to the General Meeting of matters put forward for discussion and ensuring the preparation of the necessary documentation. The duties of the Secretary of the General Meeting shall be performed by the Assistant to the Managing Director, and in their absence, by another person elected by the General Meeting.
- The proceedings of the General Meeting shall be recorded in minutes reflecting the proceedings and decisions of the General Meeting. The minutes shall be signed by the Chairperson of the General Meeting and the Secretary, certified with the seal of the Association, and kept at the location of the Executive Body.
- All members of the Association (and/or their duly authorized representatives) shall be notified of the upcoming General Meeting no later than 7 (seven) calendar days prior to the date of the General Meeting. Notices to the members of the Association shall be made in writing and shall contain the full agenda and all necessary information concerning the matters to be considered at the General Meeting.
- For greater efficiency, the General Meeting may be held in absentia by distributing written ballots via e-mail or fax and receiving written responses addressed to the Executive Body of the Association, as well as in the form of an online meeting.
- The General Meeting shall consider and put to a vote the matters specified in the notice. With respect to matters included in the agenda of the General Meeting, the members of the Association shall have the right to receive any additional information from the Executive Body of the Association.
- Discussion of any additional matters not included in the agenda shall be approved by a majority of votes of those present at the General Meeting.
- The participation of at least 75% (seventy-five percent) of the full members or their authorized representatives shall constitute a quorum for all purposes, unless otherwise provided by the legislation (hereinafter referred to as the «Quorum»). In the absence of a Quorum, a subsequent General Meeting shall be convened within 7 (seven) calendar days after the General Meeting that failed to take place.
- Decisions of the General Meeting shall be adopted by a simple majority vote of the members of the Association, taking into account the type of membership.
- A decision of the General Meeting shall be deemed adopted if at least half of the full members of the Association present at the General Meeting vote in favor of it. In the event of an equal number of votes, a repeated vote on the disputed matter may be held (using the same or amended wording) at the same General Meeting, and such vote may be held later, but on the same day.
- If several representatives of one member of the Association are present simultaneously at the General Meeting, only one of them shall have the right to vote.
- Both secret and open voting may be conducted at the General Meeting. The decision on the form of voting shall be made by the participants of the General Meeting through an open vote by a simple majority of the votes of those present.
- The exclusive competence of the General Meeting shall include:
1) introducing amendments and additions to the Constituent Documents of the Association, including changing the location and name of the Association, and approving the Constituent Documents in a new edition;
2) determining the priority areas of activity of the Association and the principles for the formation and use of its property;
3) electing and terminating the powers of the President and the Managing Director of the Association;
4) determining the competence, procedure for the formation and termination of powers of the Association Council, the Executive Body and other bodies of the Association;
5) establishing branches, commercial and non-commercial organizations, opening representative offices and participating in other organizations;
6) approving the appointment of heads of structural divisions, representative offices and branches of the Association, as well as early termination of their powers;
7) compulsory expulsion of members from the Association;
8) determining the procedure and frequency for the submission of financial statements by the Executive Body, as well as the procedure for conducting audits by the supervisory body and approving their results;
9) approving the annual financial statements of the Association;
10) determining the types of funds established by the Association and the procedure for their formation and expenditure;
11) approving the expenditure estimate (budget) of the Association;
12) determining the amount and procedure for payment of admission and annual membership fees;
13) approving the President’s report on the activities of the Supervisory Board of the Association;
14) approving the long-term work plan of the Association;
15) approving regulations and internal documents of the Association;
16) making decisions on the reorganization or liquidation of the Association;
17) approving the liquidation balance sheet of the Association. - The General Meeting shall have the right to consider matters concerning the confirmation or cancellation of decisions of the executive, supervisory and other bodies of the Association.
- Regardless of how its competence is defined in this Charter, the General Meeting shall have the right to consider any matter related to the activities of the Association.
Section 9. Supervisory Board of the Association - The Supervisory Board of the Association (hereinafter referred to as the «Association Council») is an advisory and consultative body established to coordinate and improve the efficiency of the Association’s activities within the scope of its powers. Decisions of the Supervisory Board shall be advisory in nature.
- Elections of members of the Association Council shall be held at the General Meeting based on the proposed candidates for a term of 3 (three) years. Only one person shall be elected to the Council from each member of the Association. The number of members of the Council shall be not less than 3 (three) and not more than 7 (seven).
- The President of the Association shall be the Chairperson of the Council.
- The President shall be elected (re-elected) by the General Meeting for a term of 3 (three) years separately from the election of the other members of the Council. Candidates for the position of President shall be nominated by the full members at the General Meeting.
- The powers of the President include:
1) representing the members of the Association before government authorities, the Government and the Parliament of the Republic of Kazakhstan, and other state and non-state organizations; expressing, on behalf of the members of the Association, their common opinion and common interests, as well as ensuring their protection;
2) organizing corporate activities within the Association;
3) interacting with the mass media. - The position of Vice-President of the Association may be established. The Vice-President shall be appointed by order of the President of the Association upon approval by the General Meeting.
The Vice-President shall exercise their powers in accordance with this Charter, decisions of the governing bodies of the Association and their job description (if any).
The powers of the Vice-President include:
1) performing certain functions as instructed by the President of the Association, including:
— participating in the preparation of draft decisions of the Association’s bodies;
— representing the Association before government authorities, the Government and the Parliament of the Republic of Kazakhstan, and other state and non-state organizations;
2) temporarily performing the duties of the President of the Association in the event of the President’s absence or inability to exercise their powers, unless otherwise established by a decision of the body that appointed the President of the Association;
3) other powers provided for by decisions of the governing bodies of the Association.The Vice-President shall be responsible for the performance of their duties in accordance with the procedure established by the legislation of the Republic of Kazakhstan and this Charter.
- The competence of the Association Council includes the following matters:
1) determining the main areas of activity of the Association based on the analysis and discussion of the state of civil aviation, its structure and dynamics, as well as forecasting development trends;
2) considering strategic issues concerning the development of the Association and the industry;
3) discussing key industry initiatives;
4) developing recommendations for the governing bodies of the Association;
5) initiating the establishment of expert and working groups (committees for specific industry areas);
6) developing coordinated proposals and actions aimed at improving the efficiency of the Association’s activities;
7) discussing at meetings the results of the work of the members of the Association, government authorities, commissions, committees and working groups. - In the event of a reduction in the number of members of the Association Council below the number stipulated by the Charter of the Association, elections shall be held at the next General Meeting to replace the members of the Association Council who have left and fill the vacant positions.
- Expert, working and industry committees (working groups) may be established for specific areas of the Association’s activities.
Such areas may include the development of airport infrastructure, cargo aviation and logistics, regulatory framework for the aviation industry, safety and operational efficiency, and aviation personnel training.
The committees (working groups) shall carry out analytical and expert work and prepare proposals for the governing bodies of the Association.
Section 10. Executive Body of the Association - The sole executive governing body of the Association is the Managing Director.
- The Managing Director shall exercise the day-to-day management of the Association’s activities, except for matters falling within the exclusive competence of the General Meeting under the Constituent Documents of the Association.
- The Managing Director shall be accountable to the General Meeting, and the candidate for this position shall be nominated by the full members of the Association at the General Meeting.
- The Managing Director shall be appointed by the General Meeting for a term of 5 (five) years. The same person may be nominated for the position of Managing Director and elected to this position an unlimited number of times.
- The competence of the Managing Director includes the resolution of all matters that do not fall within the exclusive competence of other governing bodies of the Association. The Managing Director shall act on behalf of the Association without a power of attorney, including:
1) organizing the implementation of decisions of the General Meeting of the Association;
2) exercising day-to-day management of the Association’s activities in accordance with the main objectives of its activities;
3) representing the Association in all institutions, enterprises and organizations, both in the Republic of Kazakhstan and in foreign countries;
4) approving the staffing table, determining the number of employees and terms of remuneration, hiring, transferring and dismissing officials of the Association, applying incentives and disciplinary measures to them, determining the amounts of their official salaries and personal allowances, and entering into employment agreements (contracts) with them;
5) coordinating the activities of structural divisions, branches and representative offices;
6) issuing orders and giving instructions that are binding on all employees hired by the Association on matters within the Managing Director’s competence;
7) entering into transactions and organizing the performance of obligations assumed by the Association under such transactions within the limits of the approved expenditure estimate;
8) managing the funds and other property of the Association in accordance with the approved expenditure estimate (budget), opening settlement and other accounts with credit organizations, and having the right of first signature on banking and other financial documents of the Association;
9) issuing powers of attorney on behalf of the Association;
10) organizing the maintenance of accounting records and other reporting;
11) taking any other actions necessary to achieve the objectives of the Association and ensure its normal operation in accordance with the current legislation and this Charter;
12) acting as a plaintiff or defendant in court;
13) determining the list of information constituting confidential information of the Association. - By decision of the General Meeting, other matters may also be assigned to the competence of the Managing Director of the Association.
- Other employees of the Association shall act within the scope of competence established by the Managing Director.
Section 11. Supervisory Body of the Association - The supervisory body of the Association is the Audit Commission, appointed by the General Meeting by a simple majority of votes and consisting of 3 (three) members elected from among the representatives of the members of the Association for a term of two years.
- At the end of each financial year, the Audit Commission shall conduct an audit of the activities of the Association and the accuracy of its financial statements. The results of the audit shall be provided to all members of the Association before the annual budget of the Association is approved by the General Meeting.
Decisions of the Audit Commission shall be adopted by open voting by a majority of votes of the members of the Commission present.
Section 12. Property of the Association - The Association is the owner of property acquired on various grounds. The Association may own any property necessary to carry out the activities stipulated by the Constituent Documents and this Charter, except for items withdrawn from civil circulation.
- The sources of the Association’s property are:
1) contributions from the founders (participants, members);
2) voluntary property contributions and donations;
3) proceeds (income) from the sale of goods, performance of works and provision of services in cases established by the legislation;
4) dividends (income, remuneration (interest)) received from shares, bonds, other securities and deposits;
5) admission fees paid by members of the Association;
6) annual membership fees paid by members of the Association;
7) targeted contributions;
8) funds received from the implementation of projects;
9) funds received from holding events;
10) other proceeds not prohibited by law. - Property transferred to the Association by its Members shall be the property of the Association. Members of the Association shall retain no rights to property transferred by them into the ownership of the Association, including membership fees.
- Membership fees shall be paid in monetary form (in national and foreign currency). By decision of the General Meeting, membership fees may be paid in non-monetary form by transferring property, as well as property and non-property rights of the members of the Association that have a monetary value. The value of a non-monetary contribution shall be determined by the Association Council based on the market value of the relevant property or right, subject to agreement with the member making such contribution. Subsequent changes in the market value of property and/or property rights transferred to the Association in accordance with the established procedure as payment of membership fees shall not entail a change in the valuation of such contributions.
- The Association has the following rights with respect to its property:
1) the property of the Association shall be used solely for the purposes stipulated by the Constituent Documents and may not be distributed among its members, including upon withdrawal from or expulsion from membership in the Association;
2) the Association may enter into any transactions with respect to property owned by it, provided that such transactions are not prohibited by the Constituent Documents or the legislation;
3) if the Executive Body of the Association deems it appropriate, the Association may seek financial support from third parties. The Association has the right to use property transferred to the Association by legal entities or individuals on a contractual basis;
4) the Association is the owner of the property of its structural divisions (branches and representative offices) and other bodies. The powers of the structural divisions and other bodies of the Association to use and manage the property provided to them shall be determined by the relevant regulations approved by the Association.
Section 13. Branches and Representative Offices - The Association has the right to open its branches and representative offices in the territory of the Republic of Kazakhstan and other states.
- The structural divisions (branches and representative offices) of the Association shall be subject to registration for record-keeping purposes.
- Registration for record-keeping purposes of the structural divisions (branches and representative offices) of the Association shall be carried out by the territorial justice authorities.
- Branches and representative offices shall be provided with property of the Association and shall operate independently on the basis of internal rules and regulations approved by the General Meeting, and shall manage funds and property under a power of attorney in accordance with this Charter.
- As of the date of registration, the Association has no branches or representative offices.
Section 14. Dispute Resolution - All disputes arising between the Association and individuals or legal entities, including foreign individuals and legal entities, in the course of its activities shall be considered in accordance with the current legislation of the Republic of Kazakhstan.
Section 15. Amendments and Additions to the Charter - The introduction of amendments and additions to the Charter of the Association falls within the exclusive competence of the General Meeting.
- Any full member of the Association, the President of the Association, or the Managing Director shall have the right to submit a proposal to the General Meeting for consideration regarding amendments and additions to this Charter.
- The persons specified in Clause 89 of this Charter shall submit a draft of the proposed amendments and/or additions to the Constituent Documents, together with a justification for the need to introduce them, to the President of the Association, who shall convene an extraordinary meeting of the General Meeting.
- The President of the Association shall include the matter of introducing amendments and additions in the agenda.
- Amendments and additions to this Charter may be introduced by a decision of the General Meeting adopted by a qualified majority of ¾ of the votes of the full members of the Association present at the General Meeting.
- Amendments and additions to the Charter shall be subject to state registration with the justice authorities no later than one calendar month from the date of their approval.
Section 16. Accounting and Reporting - he Association shall maintain records of the results of its activities and keep accounting and statistical records in accordance with the requirements of the legislation of the Republic of Kazakhstan.
- The financial year of the Association shall coincide with the calendar year.
Section 17. Procedure for Reorganization and Liquidation of the Association - The Association may be reorganized in accordance with the procedure established by the current legislation of the Republic of Kazakhstan.
- The Association may be reorganized in the form of a merger, accession, division or separation.
- In the event of reorganization, the property, rights and obligations of the Association shall be transferred to the legal successor in accordance with the procedure and on the terms determined by the General Meeting and the current legislation.
- The Association may be voluntarily reorganized or liquidated by decision of the General Meeting and compulsorily by court decision on the grounds and in accordance with the procedure provided for by the Civil Code of the Republic of Kazakhstan and other legislative acts. The procedure for the formation and activities of the liquidation commission shall be regulated by the current legislation of the Republic of Kazakhstan.
- Upon liquidation of the Association, its property or funds received from the sale thereof may not be distributed as income among its members. Upon termination of the Association’s activities, after settlement with creditors, the property of the Association shall be used for the purposes stipulated by this Charter or transferred to organizations pursuing the same or similar purposes as the liquidated Association.
- The liquidation of the Association shall be deemed completed, and the Association shall be deemed to have ceased to exist, from the date of entry of the relevant record in the National Register of Business Identification Numbers.
- In all other matters not regulated by this Charter, the Association shall be governed by the current legislation of the Republic of Kazakhstan.
