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THE CONSTITUTION
OF THE
PUBLIC UNION
“REPRODUCTIVE HEALTH ALLIANCE” (KYRGYZSTAN)
1. GENERAL PROVISIONS
1.1. The full name: Public Union “Reproductive Health Alliance” (hereinafter called the “Alliance”).
1.2. Legal address of the Alliance: 720042, Kyrgyz Republic, Bishkek, Baitik baatyra 101/135.
1.3. The activity period of the Alliance is permanent.
1.4. The Alliance has the regional branches:
Issyk-Kul branch: Karakol city, Gebze str., 71/7
Talas branch: Talas city, Lenina str., 257
Naryn branch: Naryn city, 1st May str., 27
Osh branch: Osh city, Kyrmanjan Datka str., 224
Jalal-Abad branch: Jalal-Abad city, Panfilova str., 34
Chui branch: Moskovskiy district, Sadovoe village, Demyan Bedniy str., 1
Batken branch: Kizil-Kiya city, Asanalieva str., 3
2. LEGAL STATUS
2.1. The Alliance is the volunteer Union of people, created on the base of common interests disregards the race, nationality, religion, political convictions, sex, age and health condition.
2.2. The Alliance is the legal entity since the date of its state registration owns the separate property and is responsible for its liabilities by this property, is entitled to buy on its behalf and execute the property and non-property rights, to bear liabilities, to be the plaintiff and defendant in the Court institutions.
2.3. The Alliance carries out its activity in accordance with the Constitution of the Kyrgyz Republic, Civil Code of Kyrgyz Republic, the Law of Kyrgyz Republic “On non-commercial organizations” and other provisions of the present Charter as well as the regulations of the International Law.
2.4. The Alliance is non-commercial organization, which does not put the purpose to get profit and is not controlled by commercial interests. The Alliance carries out its activity on the principles of voluntarism, equal rights of its members, legality, publicity and self-government.
2.5. The Alliance acquires the rights of the legal entity from the date of its state registration according to the procedure fixed by the law, possesses the separate property, may have the independent balance, registered emblem (symbolism), angle stamp, round seal and other requisites with own name, may have bank accounts in Kyrgyz Republic and abroad.
2.6. The Alliance has republican status; the territory of the activity is Kyrgyz Republic.
2.7. The Alliance is entitled to establish its branch offices, divisions and other structural sub-divisions according to current legislation.
2.8. The branches of the Alliance act on the grounds of the Regulations on branches, approved by the General Assembly of the Alliance.
2.9. In its activity, the Alliance acknowledges and is being guided with standards and principles of the International Planned Parenthood Federation.
2.10. The Alliance is entitled to be a member of international organizations.
2.11. The Alliance has the right to establish own mass media agencies and conduct publishing activity according to current legislation of Kyrgyz Republic on Mass Media.
2.12. The Alliance is responsible on its liabilities with the monetary funds and all possessed assets. The members of the Alliance do not bear responsibility on Alliance’s liabilities and the Alliance does not bear responsibility on liabilities of its members.
2.13. The members of the Alliance do not preserve the rights (i.e. do not have property rights) to their contributions, transferred to the Alliance possessions, including the membership fees.
2.14. The Alliance is not entitled to distribute the gained profit, property and assets among its members, and directs it to realization of purposes, for the sake of which it is established.
3. GOALS, OBJECTIVES AND TYPES OF ALLIANCE ACITIVITY
3.1. The main goals and objectives of the Alliance are:
3.1.1. Promotion, protection and defence of the main rights of men and women to free and informed choice related to their reproductive and sexual health;
3.1.2. Provision of population with the whole range of information on sexual and reproductive health, including the issues of family planning and related services;
3.1.3. Provision of wide access for young people to the top-quality information on family planning, sexual education on the base of voluntary consent and informed choice;
3.1.4. Preservation and maintenance of family reproductive health;
3.1.5. Unification of efforts of all organizations and people interested in granting information concerning to reproductive and sexual health to population through their involvement into activities of the Alliance;
3.1.6. Measures on propaganda of sound mode of life, means of family planning, protection of mother’s and child’s health, are carried out by the Alliance in cooperation with national, international, state and non-governmental structures, mass media and other sectors of the society;
3.1.7. Prevention of discrimination and control over observance of the clients’ rights for getting the information and confidential services. The Alliance undertakes all necessary measures to prevent any form of compulsion in the programs of family planning;
3.2. In order to realize the goals and objectives the Alliance interacts with different state, public and other organizations and may execute the following functions:
3.2.1. Participation in creation of common state policy in the field of moral-sexual education, reproductive health and family planning, propaganda of sound mode of life and preservation of the genetic fund of the nation;
3.2.2. Development of projects and programs for maintenance of the Alliance activity;
3.2.3. Distribution of information about the goals of the Alliance among population, scientific circles, enterprises, institutions and organizations;
3.2.4. Organizing of conferences, scientific symposia, execution of sociological researches and other scientific surveys directed to studying of problems, existing in the society, implementation of independent examinations, fulfilment of social orders;
3.2.5. Lobbying and protecting of the Alliance interests at all levels;
3.2.6. Other functions directed to achievement of the Alliance goals and permitted by the legislation of the Kyrgyz Republic.
3.3. In order to achieve its goals and objectives, the Alliance conducts the following activity:
3.3.1. Formation and supporting of innovative educational programs, projects, technologies in the field of sexual and reproductive health;
3.3.2. Sharing of experience with other non-commercial organizations;
3.3.3. Maintenance of partnership relations with state institutions, business-structures, public organizations and private persons;
3.3.4. Supporting of new progressive social-economic and social institutions and democratic processes and reforms in Kyrgyz Republic;
3.3.5. Expansion of the assess of population of the Republic to services in the field of sexual and reproduction health;
3.3.6. Rendering of medical services in the field of reproductive health on the base of the received licenses and supporting of such services;
3.3.7. Consulting-educational, informational support of initiatives and programs on development of services for family planning and work with youth;
3.3.8. Organizing and conducting of competitions, workshops, symposia, lectures, concerts, exhibitions, trade-fairs, auctions, lotteries according to procedure fixed by current legislation of Kyrgyz Republic;
3.3.9. Development, production and issue of decorations, souvenirs and other articles of the Alliance, necessary to conduct the measures by the Alliance;
3.3.10. Publishing and printing activity;
3.3.11. Advertising activity, conducting of marketing and other researches;
3.3.12. Scientific-methodological, innovation activities;
3.3.13. Consulting, informational, legal and educational activities;
3.3.14. Development of software products, opening of Internet pages;
3.3.15. Provision of the Alliance with computer equipment, software products, interactive units and other property, necessary for activity implementation;
3.3.16. Charitable activity;
3.3.17. Propagation of own goals, objectives and ideas;
3.3.18. Attraction of volunteer donations;
3.3.19. Manufacturing of good and rendering the services, corresponding to the goals and objectives of the Alliance;
3.3.20. Acquisition and realization of property and personal non-property rights;
3.3.21. Purchasing and realization of securities and capital contributions in economic partnerships and Unions;
3.3.22. Formation of enterprises and cost-accounting organizations, possessing the rights of the legal entities in order to execute the objective of the Alliance related to the Constitution;
3.3.23. Foreign economic, business or other activities permitted with current legislation for non-commercial organizations. The alliance conducts business activity only as far as it serves to the achievement of the constitution goals and objectives of the Alliance;
3.3.24. Conclusion of contracts with counter parts. The Alliance is free in selection of the contract subject, liabilities of parties and other terms of economic relations, not contradicting with current legislation of Kyrgyz Republic;
3.3.25. The Alliance also carries out other kinds of activity permitted by current legislation of Kyrgyz Republic, necessary for achievement of the goals and objectives fixed in the Constitution of the Alliance.
3.4. The Alliance may conduct the licensed kinds of activity only after getting the necessary license according to the order fixed by the Law.
4. MEMBERSHIP IN THE ALLIANCE
4.1. The membership in the Alliance is free for everybody who wishes to enter it. The natural persons, citizens of Kyrgyzstan, foreign citizens and people without citizenship, initiative groups of citizens acknowledging the Constitution may become the members of Alliance;
4.2. The membership in the Alliance is realized at the volunteer base, through making the application, approved by the Alliance Board. The approval of membership by the management bodies of the Alliance is not required;
4.3. The members of the Alliance are entitled:
4.3.1. To take an active part in any activities of the Alliance in accordance with the requirements of the Constitution and current legislation, to introduce proposals on activities of Alliance for consideration of the Alliance managing board;
4.3.2. To vote at the General Assembly of the Alliance pursuant to p. 4.6. Every member of the Alliance who is entitled to vote, possesses only one vote;
4.3.3. To elect and to be elected in the managing bodies of the Alliance on condition that membership dues are paid and at availability of the voting right.
4.3.4. To get necessary information on the Alliance activity;
4.3.5. To withdraw from membership at own request;
4.3.6. To express the vote of no confidence to the Alliance managing board;
4.3.7. To give the assessment of the Alliance activity and its managing and executive bodies at the General Assembly;
4.3.8. To possess other right being in no contradiction with the Constitution and current legislation of Kyrgyz Republic.
4.4. Responsibilities of the Alliance members:
4.4.1. To observe the principles of law and keep oneself from illegal actions which could make moral or material damage to the legal interests of the Alliance;
4.4.2. To take part in the activity of the Alliance pursuant to this Constitution;
4.4.3. To observe the requirements of this Constitution and current legislation of Kyrgyz Republic;
4.5. The members of the Alliance pay the entrance fee and the membership dues. The amount of entrance fee and membership fees are determined and approved by the General Assembly of the Alliance.
4.6. The following members of the Alliance are not entitled for vote:
4.6.1. People of under 14 age;
4.6.2. Staff officers of the Alliance;
4.6.3. Foreign citizens;
4.6.4. People without citizenship;
4.6.5. People, failed to pay membership dues more than three months running;
4.7. The exclusion of the Alliance members is conducted on the decision of the Alliance Board of Directors in cases of:
4.7.1. Strong infringements or not observance of these Constitution requirements;
4.7.2. Accomplishment of infringements of the law, entailing criminal or other responsibility in accordance with the Law of Kyrgyz Republic;
4.7.3. In case of not paying of membership dues within the last six months;
4.8. The members of the Alliance are entitled to cease their membership at own wish after making a written notification to the Board of Directors of the Alliance. The consent of the Board of Directors is not required for volunteer withdrawal.
4.9. The renewal of membership is executed by the decision of the Board of Directors on the grounds of a written application.
4.10. The members of the Alliance do not bear responsibility for statements made by the Alliance and are not responsible for its financial or contract liabilities as well as the Alliance does not bear responsibility for statements made by its members or their financial or contract liabilities;
4.11. The provisions of Kyrgyz Republic Labour Code, contract conditions of the Labour Agreement as well legislation on social maintenance and insurance of the Staff of the Alliance cover the labour relations of the permanent personnel.
4.12. The Alliance keeps registration of its all members in accordance with the regulations approved by the Board of the Alliance.
5. COMPETENCE AND PROCEDURE OF THE ALLIANCE MANAGING BODIES FORMATION
5.1. The supreme body of the Alliance is the General Assembly (General Meeting) consisting of the delegates, nominated by the regions and it is called up regularly, at least once a year. Only the member of the Alliance entitled to vote may be elected as the delegate to the General Assembly.
5.2. The General Assembly has the quorum if at least a half of the total number of delegates, having the right to vote attends it. Should the number of the Alliance members with the right to vote is equal or exceeds 100, then the General Assembly has the quorum at attendance not less than 25 delegates;
5.3. The procedure of making decision at the General Assembly is determined by the simple majority of votes from the total number of attending delegates. The simple majority is determined as 50% of votes plus one vote.
5.4. Extraordinary General Assembly is to be called up at the initiative of the Board, Audit Committee (in case of the Board inactivity), or on demand of at least one third of the Alliance members.
5.5. The delegates to the General Assembly are elected by General Meetings of Alliance Branches from the members entitled to vote. The number of the delegates to the General Assembly should be representative, i.e. proportional to the number of the Alliance members entitled to vote in the region (counting no less than 1 delegate for the 20 members entitled to vote), or equal the number of delegates from each branch in accordance with the decision of the Alliance Board. The members of the Alliance Board, entitled to vote, take part in the General Assembly automatically without the necessity of their delegation from branches.
5.6. The members of the Alliance are notified on the calling of the General Assembly one-month before its holding.
5.7. The Alliance is entitled to make decisions through the General Assembly or through the written interview of its members. The decisions of Alliance are compulsory for all members of the Alliance.
5.8. The General Assembly (General Meeting):
5.8.1. Determines priority directions for the Alliance activity;
5.8.2. Determines an order of the Alliance Managing bodies’ formation;
5.8.3. Approves a Charter of the Alliance and introduces amendment and additions to it;
5.8.4. Elects a President of the Alliance, a Vice-President, a Treasurer and other elected members of the Board;
5.8.5. Adopts decisions on reorganization and termination of the Alliance activity;
5.8.6. Approves a annual report activity and a balance sheet;
5.8.7. Makes decisions on establishing of branches and representation offices of the Alliance;
5.8.8. Approves other program documents of the Alliance;
5.8.9. Considers and makes decisions on other most important problems of the Alliance activity;
5.9. The Board conducts management of the Alliance operation within the period between the callings of the General Assembly. The sittings of the Alliance are to be held regularly at least one time in six months. Members of the Alliance are to be notified on the date, place and purpose of the Board sitting 14 days before its holding.
5.10. The number of members in the Board is to be 5 or 7 persons. Members of the Board are elected at the General Assembly for the term of 3 years. In order to provide the rotation, the member of the Alliance may be elected to the Board for the term not exceeding 3 years, and not more than two times to one and the same position.
5.11. The Board of the Alliance:
5.11.1. Approves the prospective plans and programs of the Alliance activity and also submits them for General Assembly consideration;
5.11.2. Appoints the Executive Director;
5.11.3. Realizes the decisions of the Alliance General Assembly;
5.11.4. Introduces the proposals on amendments and additions to the Constitution of the Alliance for consideration by the General Assembly;
5.11.5. Considers and makes final decision on the exclusion of the Alliance members on the proposal of the General Meeting of the Alliance’s Branch;
5.11.6. Calls the General Assembly of the Alliance and determines the date and place of its holding;
5.11.7. Hears and approves the reports by the President, the Treasurer and the Executive Director of the Alliance;
5.11.8. Approves internal regulations of the Alliance;
5.11.9. Gives the reports on its activity before the General Assembly of Alliance members;
5.11.10. Forms Permanent, Special and other Committees, determines their composition and functions;
5.11.11. The Youth Committee functions under the auspices of the Board, members of which are elected at General meetings of Branches and a Chairman of this Committee is a member of the Alliance Board;
5.11.12. Executes other powers, meeting the provisions of this Constitution and (or) related to the powers of the Board by the law of Kyrgyz Republic.
5.12. Any member of the Alliance, possessing the vote, may be elected to the Board. Nominees should be presented to the Board at least 14 days before a date of the General Assembly. While nominating candidates to the Board of Directors it is necessary to take into consideration the gender balance, representation from all regions and qualitative composition for provision of representation possibility for members of the Alliance in its Managerial bodies.
5.13. Members of Board may be withdrawn ahead of schedule in the following cases:
5.13.1. Absence at the sessions during a calendar year without considerable reasons;
5.13.2. Commitment of actions conflicting with Kyrgyz Republic legislation and entailing criminal or other responsibility;
5.14. Any member of the Board may be released from the post at own request applying to the President with further notification of the Alliance General Assembly in case of the early withdrawal of a member of the Board. In case of early withdrawal of Board’s members at the availability of quorum, activity of the Board is not to be stopped until next General Assembly.
5.15. The Board makes decisions by common majority of votes at presence quorum, i.e. the attendance of at least two third of its members from the total number of the Board membership.
5.16. The President of the Alliance:
5.16.1. Conducts general management of the Alliance activity;
5.16.2 Executes representation functions at national and international levels;
5.16.3. The President directs sitting of the Board and possesses the casting vote at equal ratio of voices;
5.16.4. Facilitates creation of the positive image of the Alliance;
5.16.5 Acts as a chairman at the General Assembly and possesses the right of deciding vote at equal ratio of delegates’ votes.
5.16.6 Authorized to sign documents of the Alliance;
5.16.7 Accountable to the General Assembly.
5.17. The Executive Director of the Alliance:
5.17.1. Develops prospective plans and programs for the Alliance activity;
5.17.2. Conducts current management of the Alliance;
5.17.3. Represents the Alliance before state authorities, international and other organizations and acts without power of attorney on behalf of the Alliance;
5.17.4. Provides execution of decisions by the General Assembly and the Alliance Board;
5.17.5. Determines a structure and a number of established posts according to financing;
5.17.6. Performs employment and discharge of regular employees according to Kyrgyz Republic Labour Code;
5.17.7. Prepares and submits to the Board the Alliance annual report on activity and a balance sheet;
5.17.8. Authorized to sign documents of the Alliance;
5.17.9. Is in charge of property and financial funds of the Alliance in the range of his powers, opens accounts in banking institutions;
5.17.10. Accountable to the General Assembly of the Alliance and the Alliance Board.
6. AUDITING COMMITTEE OF THE ALLIANCE
6.1 Conducts control over financial-economic activity of the Alliance.
6.2 The auditing committee consists of three persons, a Chairman of which is a Treasurer. The rest members are to be elected from members of the Alliance at the General Assembly for the term of 3 years. The President, the Vice-President and full-time staff officers of the Alliance cannot be members of the auditing committee.
6.3 Powers of the Auditing Committee:
6.3.1. Conducts control of purposeful spending of monetary fund;
6.3.2. Executes audit of financial-economic activity conducted within the year as well as any time on the initiative of the auditing committee, decision of the General Assembly, the Treasurer or the President;
6.3.3. Entitled to demand from officials to present documents on financial-economic activity of the organization;
6.3.4. Is entitled to call up an Extraordinary General Assembly.
7. PROCEDURE OF INTRODUCTION OF AMENDMENTS AND ADDITIONS TO THE ALLIANCE CONSTITUTION
7.1. Any amendments and additions to the present Constitution are to be presented in written form by any Alliance member for consideration of the Board. Should the received proposals to be supported by the Board, they will be discussed at the General Assembly.
7.2. Any amendments and additions to this Constitution are to be registered pursuant to the current legislation of the Kyrgyz Republic.
8. CONFLICT OF INTERESTS
8.1. The Clauses 13 and 14 of the Law «On non-commercial organizations» regulate conflicts of interests and their settlement.
8.2. People, having commercial interests, manufacturing or supplying goods, materials and services for the Alliance activity (namely, used in practice of family planning) or purchasing goods, materials or services from the Alliance (i.e. having financial interests) are not entitled to vote at discussion and adoption of decisions of the Alliance.
8.3. The managing and executive bodies and all members of the Alliance are not allowed to derive personal and material or money profit from activities of the Alliance, both within the period of conducting of the activity by the Alliance and after its cessation.
8.4. It is prohibited to appoint relatives and spouses of staffers and members of the Board of Directors to the paid posts and managing bodies of the Alliance.
8.5. Staff officers, members, volunteers, members of managing bodies of the Alliance are not allowed to take presents, material, monetary and other funds from partners of the Alliance (particularly pharmaceutical companies, those, rendering services).
8.6. Staff officers, members, volunteers, members of the managing bodies of the Alliance are not allowed to use a position at the Alliance in personal interests (in particular – sale and purchase of goods, services or materials, advertisement, production development and etc.) i.e. those spheres, in which they have direct or indirect financial interest.
8.7. Neither volunteer of the Alliance is entitled to get material or money reward except compensation of expenses related to implementation his/her activity directed to achievement of goals and objectives of the Alliance.
9. FINANCING SOURCES OF THE ALLIANCE
9.1. Pursuant to the current legislation the Alliance may have in property buildings, constructions, lands, equipment, inventory, money, shares, other securities, and also another property necessary for material security and development of the Alliance’s activity.
9.2. The financing sources of the Alliance may be:
9.2.1. Entrance and membership fee;
9.2.2. Incomes from services, including: earnings from conducting of courses, workshops, conferences, symposia and other measures;
9.2.3. Incomes from production, economic and publishing activity, not contrary to Kyrgyz Republic legislation;
9.2.4. Voluntary fee, donations, grants, wills, gifts of Kyrgyz Republic citizens, foreigners and persons without citizenship, and also legal entities – residents and non-residents of Kyrgyz Republic pursuant to the current legislation of Kyrgyz Republic;
9.2.5. Borrowed funds, credits of commercial banks and other creditors, including foreign;
9.2.6. Other sources, not prohibited by Kyrgyz Republic legislation.
9.3. Monetary funds of the Alliance are used for achievement of Constitution goals and objectives, economic needs for labour payment of employees working according to the Labour Contract and for charitable purposes.
9.4. The Alliance keeps bookkeeping and statistical reporting according to the fixed order and bears the responsibility for its authenticity.
9.5. In order to provide the transparency of financial activity, the Alliance will make an audit at least once a year with attraction of independent audit companies.
10. ORDER OF REORGANIZATION AND CESSATION OF THE ALLIANCE’S ACTIVITY
10.1. The cessation of the Alliance’s activity may be executed:
- By means of the Alliance’s reorganization;
- By means of liquidation according to a Decision of the Alliance members’ General Assembly;
- According to a court does the Law not provide decision in other cases;
10.2. In case of the Alliance’s reorganization its rights are assigned to assignees in accordance with an endorsement act and dividing balance.
10.3. The General Assembly of the Alliance’s members, taking the decision on liquidation of the Alliance, appoints the Liquidation Commission consisting of members of the Alliance. From the moment of designation, the Liquidation Commission is given the right to administer the property and affairs of the Alliance. On behalf of the Alliance the Liquidation Commission appears in the court, puts publications in official mass media on the order and terms of claims presenting by the creditors of the Alliance.
10.4. On the decision of the Liquidation Commission the property left after satisfaction of the creditors’ claims is to be directed to purposes, stipulated in the present Constitution or is transferred to organizations whose purposes and activity are similar to the purposes of the Alliance and the regulations of which prohibit the assignment of any part of available assets to its members or permanent members of staff. The liquidation of the Alliance will be considered as completed after the filing of the record about it to the State Register of Legal Entities.
10.5. The documents, executed in the course of the Alliance’s activity, in case of reorganization or liquidation, are kept and used pursuant to the Kyrgyz Republic Law about “National Archives Fund of the Kyrgyz Republic”.
President Kerimova N.S.
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