Procedure for formation of leading and control agencies and associations

PROCEDURE FOR FORMATION OF LEADING AND CONTROL AGENCIES AND ASSOCIATIONS

4.1. The highest governing body of the Association is the Congress of the Association, which shall exercise its powers under the Constitution of Association. Congress is convened by the Board of the Association every five years. About Convocation, apportion and the agenda of the Congress of the Board the Association shall notify the regional centers not less than 1 month before the date of the meeting. An extraordinary Congress may be convened at the initiative of the Association Board of Authority, as required 1/3 of regional branches of the Association at least once a year.

4.2.Congress has the right to decide any question of the Association. The exclusive competence of the Congress include:

  • approving amendments to the Constitution of the Association;
  • consideration on current issues of theory and practice in thoracic surgery and making recommendations (resolutions) on them;
  • identifying key areas of activity, regular and long-term objectives of the Association;
  • electing President of the Association for a term of 5 years;
  • electing Vice-Presidents for a term of 5 years;
  • election of Chairman and other members of the Board for a term of 5 years;
  • electing a chairman, deputy and member of the Audit Committee for 5 years;
  • discuss and approve reports of the Board and the Audit Committee of the Association;
  • property rights on its property and funds of the Association;
  • addressing issues relating to the termination of the Association.

4.4. Congress is in force if his work involving more than two-thirds majority of elected delegates from regional branches of the Association. Decisions are taken by simple majority of those present at the meeting by secret or open vote, unless otherwise provided by Constitution.

4.5.President:

  • Heads the Association;
  • is chairing the Congress of the Association;
  • represent the Association in all institutions, enterprises and organizations without a warrant;
  • enters into any cooperative agreement and other legal acts with the requirements of this Constitution;
  • has the right to sign financial documents;
  • makes decisions on questions of current activities;
  • serves as Chairman of the Association in case of his temporary absence.

4.6. Vice Presidents:

  • assist the President of the Association in fulfilling its statutory powers;
  • represent the Association on scientific activities, including international and foreign;
  • on behalf of the President and Chairman of the Board may act on behalf of the Association (without signing any agreements).

4.7. The governing body, between the Congresses is the Board of the Association. Members of the Association Board are elected at the Congress of the Association for the term 5 years. The Management Board consists of President, Vice President, Chief Executive Officer and other Board members selected by Congress.

4.8. Powers of the Board of the Association are set to the Constitution of the Association.

4.10 Association Board:

  • manages the Association between Congresses;
  • determines the rate at Congress;
  • supports the Association in organizational issues;
  • organizes congresses decisions, develops and implements measures for realization of purposes and objectives of the Association;
  • coordinates the activities of the Association;
  • implements purposes and objectives of the Association;
  • approves the staffing structure of the apparatus of the Association and staff list;
  • forms a permanent and temporary committees, commissions, councils in the areas of its activities; approves the Regulation on them;
  • implements measures that are necessary to address the statutory objectives;
  • considers and approves the perspective directions of the Association;
  • can take decisions on any matters of the Association who are not referred to the Articles of Association of the exclusive competence of the Congress of the Association;
  • solves the issue of local branches of the Association, approves the Regulation on them;
  • resolve other matters of the Association that are not exclusive to Congress.

4.11. Organization of the Association Board:

To resolve the issues within the competence of the Association Board, Board members gather for a meeting in whenever necessary but at least once in a quarter.

Board members gather for a meeting of the Chairman of the Board or due to the request of a majority of Board members.

Association Board meeting is considered valid if attended by more than half of its members.

4.12. The Management Board of the Association decisions is valid by a simple majority of those present at the meeting by secret or open vote.

4.13. Chairman is elected at the Congress of the Association for 5 years and heads the Board.

4.14. Staff Association is the organizational and administrative authority of the Association, which performs purely auxiliary and organizational functions that provide the Management Board to implement the tasks of the Association.

The staff of the Association subjects to the legislation of Ukraine on labor, social security and social insurance. To the working in the Apparatus of the Association may be involved members of the Association and other individuals on a volunteer basis.

4.15. Chairman of the Association provides a permanent and ongoing management of the Association and:

  • heads of the Association Board;
  • manages staff Association;
  • controls the apparatus of the Association;
  • ensures implementation of decisions of the Congress members, and current activities of the Association;
  • manages the operations, assets and funds of the Association;
  • has the right to sign financial documents;
  • approves the annual budget, staff list of the Association, sets parameters, size and terms of staff bonuses;
  • hires and dismisses staff;
  • issues orders for the Association and its staff;
  • submits for approval annual report and balance of the Association by Congress of the Association;
  • makes decisions on questions of current activities;
  • carries out other activities to implement the goals and objectives of the Association.

4.17. In the absence of the President the functions of him performs the Chairman of the Board.

4.18. Managerial and supervisory functions of the Association of the Internal Audit Commission, personal and quantitative composition are determined by the Congress of the Association.

The Audit Committee shall be elected by the Congress of the Association for 5 years.

The Audit Committee meets as needed, but at least once a year. Gather members of the Audit Committee Chairman of the Audit Committee meeting. Meeting of the Audit Committee may also initiate the President and Chairman of the Association.

The decision of the Audit Committee shall be valid if in its meeting attended by at least half of its members. Decisions are made by simple majority vote of the members of the Audit Committee. In the case of a tie vote when deciding vote of the Audit Committee Chairman is decisive.

The results of the Audit Committee are reported at the Congress of Association members at least once a year.

4.19. The head of the Audit Commission Chairman of the Audit Committee, elected at the Congress of the Association for 5 years.

Chairman of the Audit Committee:

  • heads the Audit Commission;
  • gather the Audit Committee members at the meeting;
  • provides exercise of the powers of the Audit Committee, specified here in statute.

4.20. Deputy (s) Chairman of the Audit Committee:

  • by the Chairman of the Audit Committee represents the Audit Commission;
  • by the Chairman of the Audit Committee shall exercise the powers of the Audit Committee Chairman in his absence.

4.21. Powers of the Audit Committee:

  • control the order and direction of the receipt and use of financial resources and property of the Association;
  • has taken the initiative to celebrate, awarding state prizes,  members of the Association;
  • control the main directions of the Association;
  • controls the activity of members of the Association Board;
  • inform Congress of the Association of shortcomings in the activities of the Association Board Members.

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