STATUTE

 of the Voluntary Association of Local Self-government Bodies

“Energy Efficient Cities of Ukraine”

  Lviv – 2007

I. GENERAL PROVISIONS

 1.1. Voluntary association of local self-government bodies “Energy Efficient Cities of Ukraine” (hereinafter referred to as “the Association”) is a voluntary, non-governmental, non-profit association of local self-government bodies established under Article 15 of the Law of Ukraine “On Local Self-Government in Ukraine” № 280/97 from 21.05.1997, in order to meet the needs of self-government bodies and their territorial communities in the modern information, new technologies, investments, development of cooperation and exchange of experience between Ukrainian and foreign partners in the areas of efficient and economical use of energy resources, improving energy security, providing high-quality energy services, environmental protection and sustainable development of settlements.

1.2. The Association is established and operates on the basis of principles of the self-governance, voluntariness, equality of its members, openness, democracy, legality and transparency.

1.3. The Association carries out its activities according to the Constitution of Ukraine, the Law “On Local Self-Government in Ukraine”, the European Charter of Local Self-Government, the applicable legislation of Ukraine and the present Statute.

1.4. The Association is a non-profit organization and does not gain direct profits from its activities.

1.5. The Association shall have the rights of a legal entity as of the moment of its official registration as prescribed by law, has its own bank accounts, assets, symbols, seals, stamps, forms and other details, samples of which are approved by the Board of the Association. The symbols of the Association shall be registered as required by applicable law.

1.6. The creation of the factions or other associations or groups for political signs in the Association shall be prohibited.

1.7. The Association may enter the other associations of local self-government bodies, other non-profit, nongovernmental organizations and institutions on the rights of collective member, international public (nongovernmental) organizations, maintain direct international contacts and relations, conclude corresponding agreements for realization its statuary activities, as well as participate in activities that do not contradict the international obligations of Ukraine and meet the goals and objectives of the Association.

1.8. The Association shall carry out its activities through the Members of the Association and its governing bodies.

1.9. The legal name of the Association:

The full name of the Association in Ukrainian language is:

“Добровільне об’єднання органів місцевого самоврядування – Асоціація “Енергоефективні міста України”.

The short form of the Association’s name in Ukrainian language is:

“Асоціація “Енергоефективні міста України”.

The Association’s full name in Russian language is:

“Добровольное обьединение органов местного самоуправления – Ассоциация “Энергоэффективные города Украины”.

The short form of the Association’s name in Russian language is:

“Ассоциация “Энергоэффективные города Украины”.

The Association’s full name in English language is:

“Voluntary association of local self-government bodies “Energy Efficient Cities of Ukraine”.

The short form of the Association’s name in English language is:

“Association “Energy Efficient Cities of Ukraine”.

1.10. The Association shall have the exclusive right to use its own name since the moment of its official registration.

1.11. The registered address of the governing bodies of the Association (legal address) shall be:

2 Pletenetskogo Str., 79020 Lviv, Ukraine.

II. GOALS AND OBJECTIVES OF THE ORGANIZATION

2.1. The main goals of the Association are the protection of the rights and interests of its Members, review and exchange of experience of local self-government bodies in the field of efficient production, transmission and use of energy, development, dissemination and promotion of knowledge and technologies in energy efficiency, and joint solution of other issues, that belongs to the competence of the local self-government bodies for the common weal of people and environmental protection.

2.2. To achieve its goals, the Association performs the following objectives:

1) promotes the development of local policy of the local self-government bodies in the areas of energy efficiency, renewable energy, energy security and sustainable development of communities;

2) prepares the proposals to the public authorities on draft legal acts on the efficient and economic use of energy resources, environmental protection and sustainable energy development;

3) promotes the development of local economy by increasing the energy efficiency and use of the renewable energy resources in the cities, villages and settlements;

4) strengthens the cooperation between territorial communities and organizes their collaboration with the representatives of science and business in the areas of energy efficiency and environmental protection;

5) assists in searching and attracting donor funds for energy efficiency projects on the territories of the Members of the Association;

6) promotes the implementation of energy efficient technologies, equipment and materials, modern management methods in the energy supply systems of the communities in the housing and public utility;

7) promotes the development and implementation of innovative mechanisms of financing energy efficient projects for the local self-government bodies;

8) develops the international cooperation with the aim of sharing the experience of solving local problems in energy efficiency and energy saving.

2.3. The Association shall carry out other activities according to the applicable legislation.

2.4. To perform its statutory objectives, the Association in a manner that does not contradict the applicable legislation of Ukraine:

• represents and protects the legitimate rights and interests of its Members;

• performs any activity not prohibited by applicable law, that is necessary for resolving the statutory objectives of the Association and is not aimed on gaining profit;

• independently administrates assets that belong to the Association;

• promotes the dissemination of experience and scientific researches in the energy efficiency sector;

• participates in the development and promotes the implementation of educational programs for experts in the area of energy saving and energy efficiency;

• obtains the rights to own and use, assign the tangible assets (movable and immovable property), intangible assets (including intellectual property) and performs other operations in order to ensure its statutory activities in accordance with the applicable legislation;

• receives the aid with monetary funds or other assets that are free of charge or as a non-refundable financial aid or as voluntary contributions, grants, independently decides on the use of donations, grants, membership fees, entrance fees and other fees received by the Association;

• shall be a party in civil matters, acquire property and non-property rights, conclude contracts and agreements with foreign partners;

• represents and protects the legitimate interests of the Association, as well as the legitimate interests of the Members of the Association before the governmental bodies and courts, other associations of local self-government bodies, business entities, institutions and organizations, etc.;

• fulfils the measures concerning the realization of the main objectives of the Association, engages the experts, interested persons, Ukrainian and foreign organizations into the activities of the Association;

• joins the associations and other alliances of local self-government bodies in Ukraine and abroad, which are created on a voluntary basis and whose activity shall correspond to the statutory goals and objectives of the Association, concludes agreements on cooperation and mutual assistance with other associations of local self-government bodies;

• in cases prescribed by the applicable legislation, is entitled to establish enterprises, self-supporting organization, the media, to maintain the economic activities aimed at realization of the statutory goals and objectives of the Association; is engaged in publishing activities without the purpose of gaining profit;

• establishes libraries, educational and training institutions (centers) with the rights of a legal entity, which correspond to the main goals and objectives of the Association;

• promotes its name and symbol, registered according to the procedure provided for by the applicable law;

• exchanges the information, as well as professional and practical experience with corresponding organizations in Ukraine and abroad;

• disseminates the information on the goals and objectives of the Association’s activities;

• ideologically, organizationally and financially supports other associations of local self-government bodies, goals and objectives of which correspond to the goals and objectives of the Association, and provides assistance in their establishment;

• receives from state authorities and local self-government bodies the information necessary for realization its goals and objectives;

• promotes publishing of popular scientific, methodical and other literature;

• promotes the establishment and implementation of the international relations between the local self-government bodies of Ukraine and foreign local self-government bodies and their associations;

• carries out the charitable activities aimed at solving social economic, energy needs of local communities;

• organizes the exchange of experience among the local self-government bodies to resolve problems of sustainable development of territories on the principles of energy efficiency and energy saving;

• provides a methodical and practical aid and consultations to the local self-government bodies;

• organizes studies, seminars, trainings, practical trainings, etc. for representatives of the Association’s Members on sustainable development and efficient use of energy;

• promotes the development and realization of the energy efficient projects on the territories of Members of the Association;

• promotes strengthening of cooperation between the Members of the Association and state authorities, businesses and non-governmental organizations in the issues of sustainable development, energy efficiency, renewable energy;

• enjoys the other rights under the applicable legislation of Ukraine.

2.5. In the process of realization of its goals and objectives, the Association shall not interfere into the local self-government bodies, shall not take any of their powers and shall not limit their activities.

III. MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS

3.1. Membership in the Association

3.1.1. The membership in the Association is voluntary and fixed.

3.1.2. The Members of the Association can be local self-government bodies, and other alliances (associations) of local self-government bodies that provided that they are ready to assume duties arising from this Statute, have paid the entry fees and pay membership fees, as well as participate in the achievement of the statutory goals and objectives of the Association.

3.1.3. The Member of the Association (local self-government body) takes part in the activities of the Association and its administration via the mayor of the relevant council of the self-government body, or other person, duly authorized by the mayor of the relevant council or by the council itself.

3.1.4. The alliance (association) of the local self-government bodies as a Member of the Association takes part in the activities of the Association via its duly authorized representative.

3.2. Admission to the Members of the Association

3.2.1. The admittance to the Association shall be performed by the Board of the Association as based on a written application for admission filled with the Board by the authorized representative of the local self-government body, provided that it is willing to join the Association and has paid the entry fees. The membership in the Association gains validity after a respective decision of the General Meeting of the Association. The decision about the admission to Association is to be taken by a simple majority of votes of the Association’s Members, present at the General Meeting.

3.2.2. The local self-government bodies join the Association on the basis of the decision of the respective council.

3.2.3. The associations of the local self-government bodies join the Association after the decision of their superior controlling body and according to the statutes of these associations.

3.2.4. By the decision of the Board of the Association, the applicant for membership in the Association may be denied in membership in the Association. Reasonable notice of such denial is executed in a written form.

3.2.5. The denial in admission to membership in the Association and the resolution of the General Meeting of the Association about expelling from Association may be appealed on the next (extraordinary) General Meeting.

3.2.6. The full Members of the Association can be excluded from among the Association’s full Members and become the associated Member of the Association by the decision of the Board of the Association on condition that the Member is not observing the requirements of this Statute, particularly in case of failure to pay entry and membership fees and achieve the statutory goals and objectives. At the same time such Members will lose their deciding votes and will have limited set of services received in accordance with this Statute.

3.2.7. Each Member (representative of the Member) of the Association shall have only one vote. The voting power shall be realized by authorized persons of the Members of the Association. The Board of the Association maintains a register of the authorized persons of the Association Members.

3.3. Termination of Membership in the Association

3.3.1. Membership in the Association will be terminated due to withdrawal of the Member of the Association or expulsion by the decision of the General Meeting of the Association.

3.3.2. Members of the Association have the right to withdraw from the Association having filed a written statement with the Board of the Association no later than three months before the date of such withdrawal.

3.3.3. Membership in the Association will be terminated due to expulsion by the General Meeting of the Association under recommendation of the Board of the Association in the following cases:

a)     the violation of the requirements of the Statute of Association and other internal documents;

b)    the commitment of activities that caused tangible or intangible (moral) damages to the Association, caused damages to the name (reputation) of the Association;

c)     the incompatibility of personal behavior of the representative with the status of the Member of Association;

d)    the termination of the participation of the Member in practical activities of the Association.

3.3.4. Membership in the Association will be terminated due to liquidation in case of dissolution of the legal entity-status of the local self-government body – a Member of the Association.

3.3.5. On condition that the Member of the Association is not observing the requirements of the Statute or in case of failure to pay fees when properly due, its membership in the Association may be suspended from the Association till the opening of the ordinary General Meeting of the Association. At the ordinary General Meeting of the Association the issue of the exclusion of such Member from the Association is being considered. In case of termination of membership in the Association, a refund of paid entry and membership fees, as well as costs concerning realization of the statutory goals and objectives of the Association is excluded.

3.4. Entry and Membership Fees

3.4.1. With admittance to the Association of the Members the entry fee, the amount of which is determined by the Board of the Association, becomes due.

3.4.2. All Members of the Association are obliged to pay regularly membership fees. Frequency of payments and amount of membership fees shall be determined by the General Meeting of the Association.

3.4.3. Members of the Association that are members of the international (European) associations of local self-government bodies shall be exempted from the entry and/or membership fees in case of:

a)     the goals and objectives of the international (European) association meet the goals and objectives of the Association,

b)    the Member of the Association periodically informs the Board of the Association about positive aspects of its membership and at the request of the Board of the Association performs targeted search of new information, technologies, investments through the bodies of government and members of the international organization,

c)     the Member pays membership fees to international (European) association in amounts that exceed the yearly membership fees to the Association.

3.4.4. Any Member of the Association may be exempted from the payment of the entry and/or membership fees, fully or partly, by the decision of the Board of the Association.

3.5. The Rights and Obligations of the Members of the Association

3.5.1. Members of the Association have the right to:

a)     freely and voluntarily withdraw from the Association;

b)    submit draft documents for the consideration of the General Meeting and other bodies of the Association, participate in the Association and its bodies decision-making process concerning all activities of the Association;

c)     get methodological, organizational, material assistance and support of the Association in resolving the issues related to its statutory activities;

d)    elect or be elected to the governing bodies of the Association;

e)     receive information about the activities of the Association and its governing bodies;

f)      be a member of official delegations of the Association and its authorized representative;

g)     appear before the governing bodies of the Association with suggestions, demand their competent consideration; make proposals, statements and complaints to any governing body of the Association;

h)    directly participate in the events organized by the Association;

i)       freely express their opinions at the meetings of the Association, defend their points of view and discuss any issues of the activities of the Association;

j)       be a member of other unions, associations, partnerships, whose activities are not contrary to the goals and objectives of the Association;

k)    use symbols and other attributes of the Association with the approval of the Association;

l)       in case of disagreement with the decision of any governing body or official of the Association, appeal to the superior governing bodies of the Association.

3.5.2. Members of the Association enjoy other rights provided in the Statute or other documents of the Association.

3.5.3. Members of the Association are obliged to:

a)     obey the arrangement of the Statute and other documents regulating the activities of the Association;

b)    implement the decisions of the governing bodies of the Association, adopted within their powers;

c)     timely and faithfully pay the entry and membership fees;

d)    participate in the realization of the Association goals and objectives;

e)     provide informational and statistical data to executive bodies of the Association that are necessary to ensure fulfillment of the statutory objectives of the Association;

f)      notify the Board about an intent to withdraw from the Association not later than three months before such a withdrawal and fulfill all its commitments concerning joining the Association;

g)     refrain from any activity that could bring tangible and intangible (moral) damage to the Association;

h)    promote the strengthening of the authority and prestige of the Association;

i)       follow the moral and ethical norms.

IV. GOVERNING BODIES OF THE ASSOCIATION

4.1. The governing bodies of the Association are the General Meeting of the Association, the Board of the Association, the Executive Director of the Association, the President of the Association, Vice-Presidents of the Association and other bodies set up by the decision of the Board of the Association.

4.2. General Meeting of the Association

4.2.1. The General Meeting of the Association is the top governing body of the Association. The General Meeting of the Association can be ordinary and extraordinary.

4.2.2. The ordinary General Meeting of the Association takes place at least once a year. The ordinary General Meeting of the Association shall be convened under decision of the Board of the Association.

4.2.3. The extraordinary General Meeting shall be convened under decision of the Board of the Association, the President of Association, and at request by not less than one third of all Members of the Association.

4.2.4. The decision of the Board of the Association on the convening of the General Meeting of the Association, information to the agenda and the list of issues which must be discussed shall be sent not later than two weeks before the General Meeting takes place.

4.2.5. The following tasks fall within the exclusive competence of the General Meeting of the Association:

a)     adoption of the Statute of the Association, introduction of changes and supplements thereto;

b)    approval of the agenda of the General Meeting;

c)     determination of principal directions of activity of the Association and approval of long-term programs of activity of the Association;

d)    approval of the decisions of the Board about the admittance of new Members of the Association and decision-making about expulsion from Members of the Association upon recommendation of the Board of the Association;

e)     election of the President, Vice-President, Executive Director of the Association and early termination of their authority;

f)      determination of the quantity and personnel of the Board of the Association;

g)     determination of the quantity and personnel of the Audit Committee of the Association;

h)    election of the Chairman of the Audit Committee and early termination of his authority;

i)       consideration and approval of the reports of the Board of the Association, the Audit Committee of the Association, copies of the decision protocols of these bodies during the reporting period shall be added to the supplements of the reports;

j)       adoption of the amount of the entry fees and yearly membership fees;

k)    adoption of the annual plan of the Association and reports about its realization;

l)       adoption of the annual budget of Association and acceptance of the reports about its realization;

m)  decision making about reorganization or liquidation of the Association.

The General Meeting of the Association might also decide about other matters concerning the Association within the competence of other bodies and officials of the Association.

4.2.6. The General Meeting of the Association has the quorum with an attendance more than a half of all Members of the Association.

4.2.7. The sessions of the General Meetings of the Association are open.

4.2.8. Decisions of the General Meeting of the Association are taken only at sessions by open voting of authorized representatives of the Members of the Association.

4.2.9. Decisions of the General Meeting of the Association about the adoption of the Statute and introduction of changes thereto, reorganization or liquidation of the Association shall be made by not less than a three-fourth majority of all Members of the Association.

4.2.10. The decisions of the General Meeting on other questions shall be made by more than a half of the Members present at the General Meeting of the Association.

4.3. Board of the Association

4.3.1. In the period between sessions of the General Meeting of the Association the Board of the Association is the highest governing body of the Association.

4.3.2. Board of the Association shall decide about all matters of the Association, except those herein referred to the exclusive jurisdiction of the General Meeting. Board of the Association maintains a registry of the authorized representatives of the Members of the Association.

4.3.3. The Board of the Association performs its functions in the form of a meeting.

4.3.4. The meetings of the Board of the Association shall be convened at least once for two months by the decision of the President of the Association or by the request of not less than one-third of the Members of the Board of the Association.

4.3.5. The decision about the meeting of the Board of the Association and agenda shall be sent to the Members of the Board of the Association not later than 10 days before the date of the meeting of the Board takes place.

4.3.6. The meeting of the Board shall only have a quorum if at least half of the Members of the Board of the Association are present.

4.3.7. Each Member of the Board shall have one vote. The votes of the Members of the Board of Association that are not present at the meeting could only be considered if there is a written confirmation of their votes “for” or “against” the proposed draft decision.

4.3.8. The decisions at the Board’s meeting are taken by an open voting and have a quorum only if taken by at least a half of the Members of the Board of the Association.

4.3.9 As an exception, the meeting of the Board of the Association can be held with the absentee voting in form of sending of correspondence or fax messages. In this case, the authorized representatives of the Members of the Board receive two copies of the proposed decisions, and within ten days from the receipt of the letter or fax message they have to return these copies to the President of the Association marked “approved” or “rejected” and signed by the authorized representative of the Member of the Board. The protocol of the meeting with the absentee voting shall be sent to all Members of the Board of the Association.

4.3.9. The Structure of the Board of the Association:

4.3.9.1. The personnel of the Board of the Association and its number shall be approved by the General Meeting of the Association.

4.3.9.2. The Members of the Board of Association as ex officio Members are:

a)     President of the Association;

b)    Vice-President of the Association;

c)     Executive Director of the Association.

4.3.9.3. Other Members of the Board of Association shall be elected by the General Meeting of the Association by open voting.

4.3.10. The Board of the Association is elected for a two-year term.

4.3.11. The Board of the Association:

a)     represents the Association in relations with public state authorities and administrations, legal entities and physical persons;

b)    adopts upon the recommendation of the Executive Board the estimate for the following financial year;

c)     approves annual work plans and programs of the Board of the Association in accordance with the Principal directions of activity of the Association determined by the General Meeting of the Association;

d)    decides about the admittance of new Members to the Association with further submission for approval of these decisions to the General Meeting of the Association;

e)     controls timely and complete payment of entry and membership fees;

f)      convenes the General Meeting of the Association, submits proposals on their agenda, prepares the draft decisions about the issues which must be discussed, including personnel issues;

g)     ensures realization of the decisions of the General Meeting of the Association and its own decisions;

h)    reports before the General Meeting of the Association about its activity during the period between the ordinary General Meetings of the Association and submits financial and economical reports for the approval of the General Meeting of the Association;

i)       creates and dissolves sections, coordinating councils and other executive bodies of the Association, confirms the provisions on them, appoints their directors;

j)       defines the costs of the Executive Board of the Association;

k)    considers proposals for the additional funding of the particular events, programs, projects, etc. in the process of budget realization, and issues of granting charity aid;

l)       controls the financial and economical activity of the Executive Board of the Association;

m)  accepts the annual reports of the managers of the Executive Board and other executive structures of the Association;

n)    determines persons authorized to conclude contracts in the name of the Association and to represent the interests of the Association in relations with public institutions, local self-government bodies and their associations, including international companies, institutions and organizations, political parties and associations of citizens;

o)    allocates the duties between the Members of the Board of the Association;

p)    decides on establishment of media, training, educational and other institutions, foundations, and other business entities according to the procedure provided for by the applicable law of Ukraine and this Statute;

q)    determines the certificate of membership of the Association;

r)      decides on honors of the Association and approves regulations and descriptions on them;

s)     decides on other matters concerning the realization of the goals and objectives of the Association.

4.4. President of the Association

4.4.1. The President of the Association is the highest official of the Association.

4.4.2. The President of the Association is elected by the General Meeting of the Association for a two-year term with the right of re-election.

4.4.3. The President of the Association can be a mayor of a city, town, or village, who has reached thirty years, has an experience of service in local self-government bodies (including public service) or the parliamentary activities of at least eight years, including at least four years experience as a mayor of a city, town, or village.

4.4.4. The President of the Association shall exercise its powers on a voluntary basis.

4.4.5. The authority of the President of the Association shall be terminated:

1) due to the expiration of the term for which he was elected;

2) early in the following cases:

a)     the voluntary retire, approved by the decision of the Board;

b)    the termination of membership in the Association of local self-government body, authority of which he was representing;

c)     the loss of representative mandate as a mayor of a village, town, or city;

d)    the commitment of actions that discredit or harm the Association.

4.4.6. The decision on early termination of the authority of the President of Association is taken by the Board of Association while convening an extraordinary General Meeting of the Association.

4.4.7. The President of the Association:

a)     organizes the activity of the Board of the Association and execution of decisions of the General Meeting of the Association and the Board of the Association;

b)    represents the interests of the Association without the power of attorney in relations with state authorities and local self-government bodies, businesses, organizations and institutions, political parties, non-governmental organizations, trade unions, international and foreign organizations;

c)     holds the meetings of the General Meeting of the Association or delegates this function to the first Vice-President of the Association, presides at the meetings of the Board of the Association;

d)    signs the decisions of the General Meeting of the Association and the Board of the Association;

e)     signs contracts and agreements in the name of the Association;

f)      submits to the General Meeting of the Association suggestions on candidates for the positions of Vice-Presidents, personnel of the Board of the Association and its number, early termination of the authority of the Members of the Board of Association;

g)     submits proposals to the General Meeting of Association concerning the principal activities of the Association;

h)    reports to the General Meeting of the Association on the activities of the Board of Association during the period between the General Meetings of the Association;

i)       decides on giving rewards of the Association in accordance with the provisions on awards of the Association.

4.5. Vice-President of the Association

4.5.1. The Vice President manages activities of task groups of small, medium and large cities in Ukraine.

4.5.2. The Vice-President of the Association is elected by the General Meeting of the Association from among the representatives of the Members of the Association under the recommendation of the President of the Association for a two-year term with the right of re-election.

4.5.3. In case of the absence of the President of the Association the Vice-President of the Association shall execute his authority.

4.5.4. The issue of the early termination of the authority of Vice-President of the Association can be raised by the President of the Association, the Board of the Association or initiated by the relevant task groups or by one third of the authorized representatives of the Members of the Association.

4.6. Executive Director of the Association

4.6.1. The Executive Director of the Association manages the day-to-day activities of the Association according to the decisions of the General Meeting and the Board of the Association. For this purpose he creates and heads the Executive Board of the Association.

4.6.2. The Executive Director of the Association is elected by the General Meeting of the Association under the recommendation of the President of the Association for a two-year term with the right of re-election. The Executive Director of the Association can not be elected from among the representatives of the Members of the Association.

4.6.3. The Executive Director of the Association acts in the name of the Association without the power of attorney, performs self-contained and fully organizational and financial-economical activities, uses the bank accounts, seal and stamps of the Association.

4.6.4. The Executive Director is under control and responds to the Board of the Association.

4.6.5. The Executive Director of the Association:

a)     creates the Executive Board and defines its structure, divides responsibilities among the staff of the Executive Board, directly manages the business of the Executive Board;

b)    represents the interests of the Association without the power of attorney in the relations with public authorities, local self-government bodies, international organizations, business entities, institutions, organizations;

c)     takes personal responsibility for the realization of tasks entrusted to the Executive Board of the Association according to this Statute and the decisions of the General Meeting of the Association and the Board of the Association;

d)    manages the property and assets of the Association, manages funds and credits, concludes contracts and authorizes other persons to carry out these responsibilities;

e)     approves the manning table of the Executive Board of the Association and the official salaries of the employees of the Executive Board according to the adopted budget for their maintenance;

f)      hires and discards employees of the Executive Board of the Association, issues orders and instructions, which are compulsory for all Association’s employees, gives bonuses and disciplinary punishments;

g)     presents to the Board of the Association for adoption of a blueprint of the budget of the financial-economical activity and annual balance sheets;

h)    submits the claims and lawsuits in the name of the Association to the legal and natural persons according to the applicable law;

i)       exercises other powers pursuant to this Statute and the decisions of the Board of the Association.

4.7. Executive Board of the Association

4.7.1. The Executive Board of the Association is a constant administrative body, which is established under the decision of the Executive Director in order to realize organizational, legal, informational, financial, economic and other support for the activities of the Association, its governing bodies, execution of its decisions, providing services to local self-government bodies on issues provided by this Statute and not forbidden by the applicable law of Ukraine for non-profit organizations.

4.7.2. Executive Board:

a)     solves all daily proceedings of the Association, which are not performed by the Executive Director individually;

b)    ensures realization of the day-to-day activities of the Association in accordance with this Statute within the measures and powers defined by orders and instructions of the Executive Director;

c)     sees to it that the decisions, which the governing bodies of the Association have been come to will, treaties, agreements and contracts be executed;

d)    performs collection and analysis of the proposals of the Association on promotion a sustainable energy development of local communities, protection of their rights and interests, preparation and submission of the recommendations on these issues to the appropriate governing authorities and institutions, informs Members of the Association on resolving the issues raised;

e)     prepares the blueprints of the budget of the Association and ensures their fulfillment, prepares the reports on financial and economic activities;

f)      develops the draft decisions of the governing bodies of the Association and prepares other materials for their consideration;

g)     develops the material and technical basis of the Association, realizes in accordance with the measures set forth in the legislation the management of business entities, institutions and other legal entities established by the Association, provides services to the local self-government bodies according to the procedure provided for by the applicable law of Ukraine;

h)    provides a centralized information support for the Members of the Association and publishing activity for providing the Members of the Association with informational, consulting, methodical materials, etc.;

i)       provides consulting, methodological and organizational aid;

j)       investigates and disseminates advanced experience of effective operation of the local governments, launches the exchange of experience, organizes the exhibitions, expositions, conferences, seminars;

k)    ensures a proper safe custody of the documents of the Association;

l)       performs other duties aimed at fulfillment of the goals and objectives of the Association provided by this Statute.

4.7.3. The Board of Association, by its decision, can establish other executive bodies and structures of the Association, acting on the basis of statutes or regulations, approved by the Board of Association. The managers of such executive boards and structures of the Association shall be employed by the Board of Association on a contract basis.

4.8. Other Executive Structures of the Association

4.8.1. In order to perform the tasks of the Association in different directions and areas of activities of the Board, the Association may establish sections, associations, coordinating councils and other executive structures of the Association, consisting of the representatives of the Members of the Association, that have practical working experience in the relevant areas and work in the local self-government bodies.

4.8.2. The meetings of the executive structures of the Association shall be held at least once a year.

4.8.3. The coordination and ensuring the activities of the executive structures of the Association is relied on the Executive Board of the Association.

4.9. The Audit Committee of the Association

4.9.1. The Audit Committee of the Association monitors the arrangement of the statutory requirements by the Members of the Association, President of the Association, Board of the Association and the Executive Board of the Association, fulfillment of the decisions of the General Meeting of the Association, as well as the financial and economic activities of the Executive Board of the Association.

4.9.2. The Members of the Audit Committee and Chairman of the Audit Committee of the Association are elected for a four-year term by the General Meeting of the Association, determining quantity and personnel of the Audit Commission of the Association.

4.9.3. The Audit Committee of the Association shall be accountable only to the General Meeting of the Association.

4.9.4. The authority of the Chairman of the Audit Committee of the Association can be early terminated only in cases of his voluntary withdrawal.

4.9.5. The Chairman of the Audit Committee of the Association or on behalf of him a Member of the Audit Committee of the Association can participate in the meetings of the Board of the Association with the right of advisory vote.

4.9.6. The Members of the Audit Committee of the Association can not be the Members of the Board of Administration of the Association, employees of the Executive Board of the Association.

V. FUNDS AND ASSETS OF THE ASSOCIATION

5.1. The Association can hold ownership of funds and other assets, which are required for its activities according to this Statute.

5.2. The Executive Board of the Association acts in the name of the Association as owner of the funds and assets of the Association.

5.3. The funds and assets of the Association are composed of:

• entry fees of the Members of the Association;

• membership fees of the Members of the Association;

• voluntary contributions of the Members of the Association;

• voluntary and charitable contributions (donations) of citizens, business entities, institutions and organizations, taking into consideration the restrictions according to the applicable law;

• funding the statutory activities by public authorities and local self-government bodies according to the procedure provided for by the applicable law of Ukraine;

• other sources not forbidden by the applicable law of Ukraine for the non-profit organizations.

5.4. The Association independently owns, uses and administrates its movable and immovable property, funds, equipment, buildings, vehicles and other property, acquirement of which is not prohibited by the Ukrainian legislation.

5.5. The funds and assets of the Association are used to fulfill the statutory objectives of the Association, maintenance of the personnel, material and technical support of the activities of the Association.

5.6. The functions of operational economic management of funds and assets of the Association are carried out by the Executive Board of the Association in accordance with the procedure set forth in this Statute.

5.7. The funds and assets of the Association are aimed at financing and material support of its statutory activities and can not be subject to separation among the Members of the Association.

5.8. Financial damages inflicted on the Association caused by violation of the Association’s property rights by natural persons and/or legal entities, as well as state organs and local self-government bodies shall be reimbursed, according to the applicable law of Ukraine.

5.9. The amount of the entry and membership fees shall be determined by the Board of the Association.

5.10. The membership fees and voluntary donations provided by legal entities or natural persons for the activities of the Association according to the Statute are not liable for tax.

VI. ECONOMIC AND OTHER COMMERCIAL ACTIVITIES

6.1. In order to meet the goals and objectives of the Association, within applicable legislation, the Association is entitled to carry out the necessary economic and other commercial activities by establishing self-sustained institutions and organizations with status of legal entity, enterprises according to the procedure provided for by the applicable law of Ukraine.

6.2. The Association shall not be liable for the obligations of its Members and legal entities established by the Members of the Association, nor shall the Members of the Association and the legal entities be liable for the obligations of the Association.

6.3. The Association and institutions, business entities and organizations, established by the Association, keep an account of operative, fiscal and statistic records as well as accountancy and financial reporting, are registered with the bodies of state tax administration, pay taxes to the budget in the procedure and amount according to the applicable law.

VII. ACCOUNTABILITY AND CONTROL OF THE ACTIVITIES OF THE ASSOCIATION

7.1. State control of the activities of the Association is carried out by state authorities in accordance with the procedure provided for by the applicable law.

7.2. The Association shall submit the reports on its receipts and expenditures to the financial bodies in accordance with the requirements of applicable law.

7.3. The Association reports to the state organs in the procedure and terms as provided by applicable law.

VIII. INTERNATIONAL RELATIONS

8.1. In order to meet the statutory objectives the Association maintains and develops international relations.

The main aims and forms of international relations of the Association are:

a)     the development of the cooperation with international organizations, foreign associations of local self-government bodies for the purpose of studying and adopting the international experience in development of local energy sector based on the energy efficiency and energy saving;

b)    the engagement of donor funding and foreign investments for development and implementation of energy efficient and energy saving projects in cities of Ukraine;

c)     the promotion of the establishment of international relations for the Members of the Association;

d)    the organization of conferences, seminars and symposia;

e)     the implementation of projects and programs promoted by international organizations relating to the efficient use of energy resources, energy saving and energy efficiency in housing and communal services, etc.

IX. TERMINATION OF THE ASSOCIATION

9.1. The activity of the Association terminates upon its liquidation or reorganization.

9.2. The questions about reorganization of the Association shall be carried out by an appropriate decision of the General Meeting of the Association if it was adopted by not less than three-fourth of the present Members at the General Meeting of the Association. In case of reorganization of the Association its rights and obligations devolve to its legal successor.

9.3. The Association can be liquidated by an appropriate decision of the General Meeting of the Association, if it was adopted by not less than three-third of the all Members of the Association, or by a court decision. The liquidation of the Association shall be carried out by a liquidation committee, which is appointed by the initiators of the liquidation.

9.4. The funds and other assets of the Association left after taking measures towards liquidation of debts of the Association to the creditors can not be distributed among the Members of the Association and shall be managed to meet statutory tasks of the Associations, and in cases as provided by applicable law, by a court decision will be given as benefit to the national budget.

X. AMENDMENTS TO THE STATUTE

10.1. Amendments to this Statute shall be adopted and approved by the General Meeting of the Association.

10.2. Amendments to the Statute shall be made in a written form and shall be subject to official registration in accordance with applicable law.

PRINT VERSION (Microsoft Word Document)