1. General provisions

1.1 Full name: Public Association “Reproductive Health Alliance” (hereinafter referred to as “Alliance”). Abridged name is the PA “Reproductive Health Alliance”.

1.2. Legal address: 101/135, Baitik Baatyra Str., 720042 Bishkek, Kyrgyz Republic.

1.3. Activity of the Alliance is not limited by time.

1.4. The Alliance has its regional branches:

Issyk-Kul branch is located at the following address: 118, Kutmanaliev Str., Karakol, Issyk-Kul oblast;
Talas branch is located at the following address: 257, Lenin Str., Talas, Talas oblast;
Osh branch is located at the following address: 205/418, Lenin Str., Osh, Osh oblast;
Chui branch is located at the following address: 8/1-411, Kulatov Str., Bishkek;
Batken branch is located at the following address: 5/1, micro-district 1, Kyzyl-Kiya, Batken oblast;
Naryn branch is located at the following address: 27, 1-st May Str., Naryn, Naryn oblast;
Jalalabat branch is located at the following address: 34, Panfilov Str., Jalalabat, Jalalabat oblast.

2. Legal status

2.1. Alliance – is a voluntary association of citizens, established on the basis of interests solidarity, irrespective of ethnicity, nationality, confession, political opinions, gender, sexual orientation and health status.

2.2. Alliance is a legal entity since the moment of its state registration. It owns separate property and is liable for its liabilities with this property. The Alliance may acquire and exercise proprietary and personal non- proprietary rights, bear responsibility as well as be a complainant and defendant in court processes.

2.3. The Alliance performs its activity in accordance with the Kyrgyz Republic constitution, the Kyrgyz Republic Civil Code, the Kyrgyz Republic Law “On non-commercial organizations” and other laws of the Kyrgyz Republic as well as the present Charter provisions and the International Law norms.

2.4. The Alliance is a non-commercial organization, which aims exclude acquisition of gains. Its activities are not advanced by commercial interests. The Alliance performs its activities on the principles of voluntariness, equality of members, legality, publicity and self-administration.

2.5. The Alliance acquires the legal entities rights from the moment of its state registration in accordance with the procedures, established by the law. It owns separate property, may have independent balance, registered emblem (marks), angular stamp, round stamp and other requisites with its name. The Alliance may have settlement account and currency account in banking institutions of the Kyrgyz Republic and abroad.

2.6. The Alliance possesses the republican status; the Alliance may perform its activity on the territory of the Kyrgyz Republic.

2.7. The Alliance has the right to establish branches, departments and other structural subdivisions on the territory of the Kyrgyz Republic in accordance with the procedure, established by the acting legislation.

2.8. Branches of the Alliance operate on the basis of the Provision on Branches, approved by the General Assembly of the Alliance.

2.9. The Alliance in its activity acknowledges and is governed by standards and principles of the International Planned Parenthood Federation.

2.10. The Alliance has the right to be a member of international organizations.

2.11. The Alliance has the right to establish its own mass media and perform publishing activity, in accordance with the Kyrgyz Republic legislation on mass media.

2.12. The Alliance is liable for its obligations with monetary assets and the owned property. Members of the Alliance do not bear responsibility for the Alliance obligations, whereas the Alliance does not bear responsibility for its members’ obligations.

2.13. . Members of the Alliance do not preserve the rights (i.e. do not possess proprietary rights) for the Alliance property, transferred to them, including membership fees.

2.14. The Alliance has no right to distribute the received income, ownership and property between its members. It shall use the income for implementation of the Alliance aims and goals.

3. Aims, Objectives and Alliance activity types

3.1. The main aims and objectives of the Alliance are as follows:

3.1.1. Promotion and protection of the main rights of men and women for free and conscious choice, related to their reproductive and sexual health;

3.1.2. Provision the information about sexual and reproductive health, including the issues, related to family planning, as well as provision of corresponding services to the population;

3.1.3. Provision of wide access to high quality information on family planning, sexual education and services on the basis of voluntary agreement and conscious choice to young people;

3.1.4. Support and maintenance of reproductive and sexual health of the family;

3.1.5. Integrating efforts of all concerned organizations and individuals in information distribution among the population in the sphere of reproductive and sexual health by means of involvement of those entities into the Alliance activity;

3.1.6. The Alliance in cooperation with national, international, governmental and non-governmental structures, mass media and other society sectors performs measures on promotion of healthy life style, family planning means, maintenance of mothers and children health;

3.1.7. Prevention of discrimination and control over observance of the clients rights for acquisition of information and confidential services. The Alliance takes all measures, required for prevention of coercion in the family planning programs;

3.2. For implementation of the established aims and objectives, the Alliance cooperates with various governmental, public and other organizations. It may fulfill the following functions:

3.2.1. Participation in development of the national policy in the sphere of moral-sexual education, reproductive health and family planning, propaganda of healthy life style and maintenance of the nation genetic resources;

3.2.2. Development of projects and programs for provision of the Alliance activity;

3.2.3. Distribution of information about the Alliance activity among the population, scientific community, enterprises, institutions and organizations;

3.2.4. Arrangement of conferences, scientific symposiums; performance of sociologic researches and other scientific investigations, aimed at studying of existing problems in the society; arrangement of independent expertise; execution of social orders;

3.2.5. Lobbying and protection of the Alliance interest at all levels;

3.2.6. Other functions, aimed at achievement of the Alliance aims and goals, which do not contradict the Kyrgyz Republic acting legislation;

3.3. For achievement of aims and goals, the Alliance performs the following activities:

3.3.1.Development and maintenance of educational programs, projects, technologies in the sphere of sexual and reproductive health;

3.3.2. Experience exchange with other non-commercial organizations;

3.3.3. Development of partner relations with governmental agencies, business-structures, public organizations and private individuals;

3.3.4. Support of new progressive public-economic and social institutions, democratic processes and reforms of the Kyrgyz Republic;

3.3.5. Expansion of the population’s access to services in the sphere of sexual and reproductive health;

3.3.6. Provision of medical services in the sphere of sexual and reproductive health on the basis of the obtained licenses and support of such services;

3.3.7. Consulting-educational, information support of initiatives and programs on development of the programs on family planning and work with the youth;

3.3.8. Organization and arrangement of competitions, seminars, symposiums, lectures, concerts, exhibitions, fairs, auctions and lotteries in accordance with the procedure, established by the Kyrgyz Republic acting legislation;

3.3.9. Development, production and issuance of awards, souvenirs and other products of the Alliance, required for arrangement of the Alliance events;

3.3.10. Publishing and polygraphic activity;

3.3.11. Advertisement activity, performance of marketing and other researches;

3.3.12. Scientific-methodic and innovative activity;

3.3.13. Consulting, informative, juridical and outreach activities;

3.3.14. Development of program products, creation of web-pages in Internet;

3.3.15. Equipping of the Alliance with computer technologies, software, interactive devices and other facilities, required for performance of the activity;

3.3.16. Charitable activity;

3.3.17. Propaganda of aims, goals and objectives;

3.3.18. Attraction of charitable contributions;

3.3.19. Production of goods and services, corresponding with the Alliance aims and objectives;

3.3.20. Acquisition and execution of proprietary and personal non- proprietary rights;

3.3.21. Acquisition and conversion of securities, participation shares in economic partnerships and communities;

3.3.22. Establishment of enterprises and self-sustained organizations, which possess the rights of legal entities for the purpose of the Alliance charter objectives implementation;

3.3.23. External-economic, entrepreneurial and other activities, complying with the acting legislation for non-commercial organizations. Entrepreneurial activity is performed by the Alliance and serves to achieve the Alliance charter aims and objectives;

3.3.24. Conclusion of contracts with counterparties. The Alliance is free in choice of the contract subject, obligations of the parties and other conditions of economic relations, which do not contradict the Kyrgyz Republic acting legislation;

3.3.25. The Alliance also performs other types of activates, which are not prohibited by the Kyrgyz Republic acting legislation and are required for achievement of the Alliance charter aims and objectives;

3.4. Licensed types of activities may be performed by the Alliance only after acquisition of corresponding licenses by the Alliance in accordance with the procedure, established by the law.

4. Membership in the Alliance

4.1. Membership in the Alliance is open for all entities, who want to join it. The Alliance members may include individuals, citizens of the Kyrgyz Republic, foreign citizens, stateless persons, initiative groups of people, who acknowledge and agree with the Charter.

4.2. Membership in the Alliance is conducted on the voluntary basis by means of filling the application, approved by the Alliance Board. Approval of membership by the Alliance management bodies is not required.

4.3. Members of the Alliance have the right:
4.3.1 To actively participate in any activity of the Alliance in accordance with the Charter requirements and acting legislation; to provide proposals on the Alliance activity for consideration by the management bodies;
4.3.2 For votes on the Alliance General Assembly, provided in accordance with the clause 4.6 of the present Charter. Each member of the Alliance, possessing the voting right, has only one vote;
4.3.3 To elect and be elected into the Alliance management bodies, under condition of membership fees repayment and at availability of the voting right;
4.3.4 To obtain the required information about the Alliance activity;
4.3.5 For withdrawal from membership of his own free will;
4.3.6 To express censure vote against the Alliance managing body;
4.3.7 To assess the Alliance activity and its managing and executive bodies at the General Assembly;
4.3.8 To have other rights, which do not contradict the Charter and the Kyrgyz Republic acting legislation.

4.4. Obligations of the Alliance members:
4.4.1. To follow the principles of legality and refrain from illegal actions, which may inflict moral or material harm to legitimate interests of the Alliance;
4.4.2. To participate in the Alliance activity in accordance with the present Charter;
4.4.3. To comply with the present Charter requirements and the Kyrgyz Republic acting legislation;
4.5. Members of the Alliance shall pay entrance and membership fees. Amount of the entrance and membership fees is determined and approved by the Alliance General Assembly.

4.6. The following members of the Alliance have no voting rights:
4.6.1. Individuals under the age of 14 years old;
4.6.2. Staff members of the Alliance;
4.6.3. Foreign citizens;
4.6.4. Stateless persons;
4.6.5. Individuals, who have not paid membership fee for more than three successive months.

4.7. Exclusion from the Alliance members may be performed by decision of the Alliance Board in the following cases:
4.7.1. Gross violation or incompliance with the present Charter requirements;
4.7.2. Commission of violence, implying penal or other responsibility in accordance with the Kyrgyz Republic legislation;
4.7.3. Non-payment of membership fees and loss of contact with the branch within last six months.

4.8. Members of the Alliance may terminate membership of their own free will by submitting the written application to the Alliance branch board. For voluntary withdrawal from the Alliance, approval of the Board is not required.

4.9. Renewal of membership is performed on the basis of the written application and by decision of the Alliance Board.

4.10. Members of the Alliance do not bear responsibility for statements, made by the Alliance; they are not responsible for the Alliance financial and contractual obligations, whereas the Alliance does not bear responsibility for statements, made by its members and for their financial and contractual obligations.

4.11. Norms of the Kyrgyz Republic legislation on labor, contractual conditions of the labor contract as well as the legislation on social provision and insurance are applied to the staff members of the Alliance with regard to labor relationship.

4.12. The Alliance keeps records of its members in accordance with regulations, approved by the Alliance Board.

5. Compensation and procedure for formation of the Alliance managing bodies

5.1. The Alliance Supreme Body is the General Assembly, which consists of the delegates, nominated from regions and is assembled regularly at least once a year. A delegate to the General Assembly may be selected from the Alliance members with voting rights.

5.2. The General Assembly has quorum, if at least half of delegates, possessing the voting right, are present. In case if the number of the Alliance members with the voting right is equal or exceed 100 people, then the General Assembly has quorum at presence of at least 25 delegates.

5.3. Procedure for decision making at the General Assembly is determined by common majority of votes from the number of present delegates. Common majority of votes is determined as 50% of votes and plus 1 vote.

5.4. Extra General Assembly may be convened by initiative of the Board, Audit Commission (in case of the Board nonfeasance) either by request of 1/3 of the Alliance members.

5.5. Delegates of the General Assembly are elected by the general meeting of the Alliance branches from the member with voting right. The number of delegates to the General Assembly shall be representative, i.e. proportional to the number of the Alliance members in a region, who have voting right (at least 1 delegate from 20 members with voting right) or equal number of delegates from each branch in accordance with the Alliance Board decision. The Alliance Board members with voting rights participate at the General Assembly automatically without necessity in their delegation from branches.

5.6. Members of the Alliance are informed about convocation of the General Assembly one calendar month prior to its arrangement.

5.7. The alliance may make decisions by arrangement of the General Assembly and by written interrogation of members. The Alliance decisions are obligatory for all members of the Alliance.

5.8. General Assembly (General meeting of members):
5.8.1. Determines priority trends of the Alliance activity;
5.8.2. Determines the procedure for formation of the Alliance managing bodies;
5.8.3. Approves the Alliance Charter and introduces changes and amendments to the to it;
5.8.4. Elects the Alliance President, Vice-President, Treasurer and other Board elected members;
5.8.5. Makes decisions on reorganization and termination of the Alliance activity;
5.8.6. Approves the annual report on activity and annual balance;
5.8.7. Makes decisions on establishment of the Alliance branches and representative office;
5.8.8. Approves other program documents of the Alliance;
5.8.9. Considers and solves other major issues, related to the Alliance activity.

5.9. The Board supervises the Alliance activity during the period between convocations of the General Assembly. The Alliance Board meetings are arranged regularly at least once in 6 months. The Board members are informed about the date, place and purpose the Board meeting 14 days prior to its arrangement.

5.10. Number of the Board should be 5 or 7 persons. The Board members are selected at the General Assembly for the period of 3 years. For the purpose of rotation maintenance, the Alliance member may be elected to the Alliance Board for no more than four terms of 3 years, but no more than 2 times for one position;

5.11. The Alliance Board:
5.11.1 Approves long-term plans and programs of the Alliance activity and submits them for consideration to the General Assembly;
5.11.2 Assigns the Executive Director;
5.11.3 Implements decisions of the Alliance General Assembly;
5.11.4 Provides proposals on changes and amendments to the Alliance Charter for consideration of the General Assembly;
5.11.5 Considers and makes final decision on exclusion of the Alliance members from membership by proposal of the General Meeting of the Alliance branch;
5.11.6 Convokes the Alliance General Assembly and determines the time and place of its arrangement;
5.11.7 Regards and approves reports of the President, Treasurer and Executive Director of the Alliance;
5.11.8 Confirms the Alliance domestic provisions;
5.11.9 Reports to the General Assembly and the Alliance members about the activity;
5.11.10 Established permanent, special and other committees; determines the structure and functions of these committees;
5.11.11 at Board the Youth committee which members are selected on general meetings of branches operates, and the chairman of the given committee is the trustee of the Alliance.

5.12. Any member of the Alliance, possessing the voting right, may be elected into the Board. Names of candidates shall be provided to the Board no later than in 14 days before the General Assembly arrangement. When nominating candidates to the Board members, it is necessary to consider the gender balance, representation of all regions and qualitative compositions for provision of the representative possibility for the Alliance members in the managing bodies.

5.13. Board members may be released in advance in the following cases:
5.13.1 Absence at the meetings without reasonable excuses within the calendar year;
5.13.2 Commitment of actions, contradicting with the Kyrgyz Republic legislation and implying penal or other;

5.14. Any member of the Board may be released from the occupied position of his own will by means of application to the President with further notification of the Alliance General Assembly, in case of pre-term decommissioning from the Board members. In case of pre-term decommissioning of the Board members at availability of the quorum, the Board activity shall not be terminated until the nest General Assembly.

5.15. The board makes decisions by simple majority of votes in the quorum availability, i.e. presence of at least two thirds of its members from the Board general structure.

5.16. The Alliance president:
5.16.1. Performs general management of the Alliance activity;
5.16.2. Executes representation functions at the national and international levels;
5.16.3. The president supervises the Board meetings and has the right of the casting vote at equal proportion of votes;
5.16.4. Promotes creation of the Alliance positive image;
5.16.5. Presides at the General Assembly and has the right of the casting vote at equal proportion of votes of delegates;
5.16.6. Has the right of signing the Alliance documents;
5.16.7. Is accountable to the General Assembly.

5.17.The Alliance Executive Director:
5.17.1. Develops long-term plans and programs of the Alliance activity;
5.17.2. Performs current management of the Alliance activity;
5.17.3. Represents the Alliance in governmental structures, international and other organizations; it acts without the power of attorney on behalf of the Alliance;
5.17.4. Provides execution of decisions of the General Assembly and the Alliance Board;
5.17.5. Determines the structure and number of the established staff members, according to financing;
5.17.6. Performs reception and dismissal of permanent staff members in accordance with the Kyrgyz Republic labor legislation;
5.17.7. Prepares and provides the annual report on activity and annual balance of the Alliance to the Board;
5.17.8. Has the right of signing of the Alliance documents;
5.17.9. Manages the Alliance property and financial assets; opens accounts in banking institutions within the framework of its authority;
5.17.10. It is accountable to the Alliance General Assembly and the Alliance Board.

6. Audit Commission of the Alliance

6.1. Performs control over the Alliance financial and economic activities.

6.2. Audit Commission consists of three persons, including the Chairman – Treasurer. Other members are elected from the Alliance members at the General Assembly for the period of 3 years. Members of the Audit Commission may not include the President, Vice-President and staff members of the Alliance.

6.3. Powers of the Audit Commission:
6.3.1 Performance of the control over purposeful expenditure of money resources;
6.3.2 Performance of the inspections over financial and economic activity which has been carried out within the working year at any time by the Audit Commission initiative, by decision of the General Assembly, Treasurer or President;
6.3.3 Possession of the right to demand provision of the documents on the organization financial and economic activity from officials;
6.3.4 Possession of the right to convoke the Extraordinary General Assembly.

7. Procedure of introduction of changes and amendments into the Alliance Charter

7.1. Changes and amendments to the present Charter may be submitted in the written form to the Board for consideration by any member of the Alliance. If the received proposals are approved by the Board, they will be discussed at the General Assembly.

7.2. Any changes and amendments to the present Charter are registered according to the present legislation of the Kyrgyz Republic.

8. Conflict of interests

8.1. The conflict of interests and its solution is regulated by the clauses 13 and 14 of the Law "On non-commercial organizations".

8.2. Individuals who have commercial interest, produce and deliver goods, materials and services for Alliance activity (in particular applied in practice of the family planning) or get goods, materials or services from the Alliance (i.e. those who has financial interest) have no the voting right at discussion and decision-making of the Alliance.

8.3. Managing, Executive Body and all members of the Alliance are forbidden to derive personal material or monetary profit from the Alliance activity, both in the period of the Alliance activity performance and after its termination.

8.4. It is prohibited to relatives and spouses of regular employees and Board members to paid positions and managing bodies of the Alliance.

8.5. Regular employees, members, volunteers, members of managing bodies of the Alliance are prohibited to accept gifts, material, monetary and other means from the Alliance partners (in particular from pharmaceutical companies and providers of services).

8.6. Regular employees, members, volunteers, members of managing bodies of the Alliance are prohibited to use their position in the Alliance for achievement of personal interests (in particular - sale or purchase of goods, services or materials, advertisement, manufacture development etc.) i.e. those spheres in which they directly or indirectly have financial interest.

8.7. Any volunteer of the Alliance may not obtain material or monetary reward, except for reimbursement, related to performance of the activity, aimed at achievement of the Alliance aims and objectives

9. The Alliance financing sources

9.1. In accordance with the acting legislations, the Alliance may own buildings, constructions, lands, equipment, inventory, monetary assets and other securities as well as other types of property, required for material provision of the Alliance activity development.

9.2. The Alliance financing sources include:
9.2.1. Entrance and membership fees;
9.2.2. Income from rendering of services, including receipts from arrangement of courses, seminars, conferences, symposiums and other events;
9.2.3. Income from industrial, economic and publishing activity which does not contradict the Kyrgyz Republic legislation;
9.2.4. Voluntary payments, donations, grants, wills, gifts of the Kyrgyz Republic citizens, foreign citizens and stateless persons as well as legal bodies - residents and non-residents of the Kyrgyz Republic, performed in accordance with the Kyrgyz Republic legislation;
9.2.5. Borrowed means, credits of commercial banks and other creditors, including foreign ones;
9.2.6. Other sources which are not prohibited by the Kyrgyz Republic legislation.

9.3 Money resources of the Alliance are used for achievement of the charter aims, objectives and economic needs, for payment of the employees, working on labor contracts and for charitable purposes.

9.4 The Alliance keeps books, statistical reporting in accordance with the established order and bears responsibility for its reliability.

9.5 To provide transparency of financial activity, the Alliance performs audit with attraction of independent auditing companies at least once a year.

10. Procedure for re-organization and termination of the Alliance activity

10.1. Termination of the Alliance activity may be performed by means of:
- the Alliance re-organizations;
- liquidation on the basis of the Alliance General Assembly decision;
- the court decision, in other cases, stipulated by the law.

10.2. In case of the Alliance re-organization, its rights are transferred to assignees in accordance with the transfer act or separation balance sheet.

10.3. The General Assembly of the Alliance members, made the decision on the Alliance liquidation, appoints the Liquidating commission consisting of the Alliance members. From the moment of the Liquidating commission appointment, the Alliance asset and business management is transferred to the thus commission. On behalf of the Alliance the Liquidating commission may act in court procedures as well as place the publications about procedure and terms of the Alliance creditors claiming in the official press.

10.4. By the Liquidating commission decision, the property, remaining after the creditors’ requirements fulfillment, is transferred for achievement of the purposes, stipulated by the present Charter, or transferred to the organizations, which have the aims similar to the Alliance aims and the rules of which prohibit transfer of any part of the existing assets to their members of staff employees. Liquidation of the Alliance is considered to be completed only after registration in the state registrar of legal entities.

10.5. In case of the Alliance re-organizations, the documents, preparing in the process of the Alliance activity shall be maintained and used in accordance with the Kyrgyz Republic Law “On the national archive fund of the Kyrgyz Republic”

President Executive Director

Kerimova N.S. Chirkina G.E.

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