CHARTER

GENERAL PROVISIONS

1.1. The present Charter of the National Association of the Small and Medium Business of the Republic of Tajikistan (hereinafter referred as “Association”) is developed to comply with the Civil Code of the Republic of Tajikistan as the new redaction of the Charter, which is registered by the Ministry of Justice of the Republic of Tajikistan on September 1, 1993 with number 157.

1.2. The Association is a non-commercial organization, which is founded by the legal entities to support its members in achievement of goals that are envisaged by the Charter.

1.3. The Association implements its activities in compliance with the Constitution of the Republic of the Tajikistan, Civil Code of the Republic of  Tajikistan and other regulations of the Republic of  Tajikistan, and present Charter.

1.4. Full name of the Association:

• In Tajik: Ассоциацияи Миллии сохибкории хурд ва миенаи Чумхурии Точикистон.
• In Russian: Национальная Ассоциация Малого и Среднего Бизнеса Республики Таджикистан

1.5. Address of the Association: Bofanda street 5/1, Dushanbe, the Republic of Tajikistan.

1.6. The Association attains rights of the legal entity since the moment of its state registration. The Association has its severalty, entity accounting, the right to open accounts, including currency account, in banks and other credit organizations. The Association has the round seal, stamp, letterhead with its name and other means of visual identification.

1.7. In order to achieve its goals the Association has the right to make contracts, to attain right of property or other rights, to bear responsibilities, to be claimant or defendant ad litem.

1.8. The Association has the right to set up other branches, affiliated units and representative offices on the territory of the Republic of Tajikistan and other countries, to be a founder (Participant) of the economic partnerships and societies including commercial organizations, to enter associations and unions.

1.9. Within the Association other structural divisions can be set up in accordance to the most important dimensions of the activity.

1.10. Branches and representative offices are not legal entities. They have the property on the Association, separate accounts that are part of the consolidated account of the Association. Each branch (representative office) acts on a basis of the approved by the General Meeting provision on a certain branch (representative office), legislation of the Republic of Tajikistan and the country of the branch (representative office) residence.

1.11. The Association incurs liability for all its obligations at its all property. The property handed over to the Association by its members is the property of the Association. Members of the Association can not reserve their rights for given to Association property.

1.12. Members of the Association have secondary liability for its obligations.

2. Founders

2.1. The founders of the Association are following legal entities:

• Co Ltd.  “The Scientific Industrial Centre “Kibernetika”” registered as a legal entity in accordance with the legislation of the Republic of Tajikistan by the Ministry of Justice on April 23, 2007 with number 001-3767;
• Public Organization “Chashma” registered as a legal entity in accordance with the legislation of the Republic of Tajikistan by the Ministry of Justice on 14 December, 2007 with number ИЧ 400 «А»;
• Microcredit Fund “Chiluchor Chashma” registered as a legal entity in accordance with the legislation of the Republic of Tajikistan by the Ministry of Justice on June 03, 2005 with number 001-1894 «а»;
• Co Ltd.  “Al Service” registered as a legal entity in accordance with the legislation of the Republic of Tajikistan by the Ministry of Justice on April 14, 2007 with number 003-1330 «а»;

3. Goals And The Subject Of Activities

3.1. The key goals of the Association are the coordination of entrepreneurship activities of Association members as well as representation and protection of common property interests of the Association’s members.

3.2. The subject of the Association’s activities are:

• Improvement of enterprises’ competitiveness on domestic and international markets, facilitation of economic, social and scientific and technical development;
• Development of market infrastructure;
• Promotion of the efficient turnover of the Association members’ capital, involvement of the unused Association’s capacities and funds into the economic turnover;
• Provision of mutual help in a context of competition, development and implementation of the initiatives and projects on joint economic, social and scientific research activities of the Association members;
• Representation and protection of entrepreneurs’ interests in front of local authorities and governments, public organizations;
• Implementation and development of contacts and international networking with private entrepreneurs, organizations and movements abroad, promotion of people’s diplomacy;
• Creation of environment and financial-economic support of human resources training on entrepreneurship. Provision of support for re-training and professional development of various specialists. Patronage over training and educational organizations, training on modern methods of entrepreneurship. Financial and economic support of staff’s training, re-training and internship.
• Arrangement of exhibitions, fairs, auctions, as well as symposiums, workshops and other events dedicated to development and strengthening of business cooperation.
• Delivery of information, scientific- methodological, consulting and advertising services to Association’s members.
• Creation of own material and technical and social and cultural base.

4. Membership In Association

4.1. Legal entities can become members of the Association.

4.2. Members of the Association are founders, as well as legal entities that entered the Association upon its state registration as a legal entity, paid admission annual fee and maintain provisions of the present Charter. Association’s members keep legal and economic independence.

5. Rights And Obligations Of The Association’s Members

5.1. Association’s members have the right to:

• Participate in Association’s management
• Be  provided with the information on Association’s activities, its plans and programmes;
• Request Association’s steering bodies to provide information on implementation status of General Meeting’s decisions and their own suggestions;
• Present suggestions to agenda of  General Meetings of Association’s members;
• Apply to the steering bodies of the Association in regard of any issue related to the Association’s activities;
• Receive consulting, methodological, legal and other assistance from the Association;
• Have a priority right to use information base of the Association, products and services produced by the Association, as well as a priority right to participate in events that are conducted by the Association;
• Use discounts, benefits and services that are determined by the Association’s General Meeting for the members;
• Use on a contract base services that are produced in a frame of Association’s organization;
• Transfer the property to the ownership of the Association;
• Receive part of the Association’s property upon its liquidation, and payment under credits, in a size of member’s admission property fee.

5.2. Association’s members are obliged to:

• Maintain provisions of the Charter and internal documents of the Association;
• Timely pay periodical (annual) and target fees, amount of which is determined by the General Meeting of the Association’s members;
• Provide information, which is needed to solve issues related with its activities;

5.3. Damage to Association caused by its members should be compensated fully according to the decision of the General Meeting of the Association’s members. Amounts, which should be paid as a compensation for the caused damages, are transferred to the settlement account not later than 10 days since the day of decision.

5.4. Association member, who systematically does not implement or implement his/ her obligations inappropriately, or infringed taken responsibilities in front of the Association, or hinders the normal work of the Association by his/ her activities or lack of inactivity, can be expelled from the Association by decision of the General Meeting of the Association’s members.

6. Order of admission to association and withdrawal from it. 

6.1. Association is open for admission of new members.

6.2. Any organizations that are envisaged in Clause 4.1 of the present Charter and which recognize Association’s Charter and can contribute to implementation of goals and tasks of the Association can become Members of Association.

6.3. Admission of new member to Association is carried out by the General Meeting of Members of Association, on the basis of submitted application addressed to the name of the Association’s Chairman, who then presents the applicant during the closest to the date of application’s submission General Meeting of Members of Association. Within 10 days from the date of decision taken admission of new member by the General Meeting of Members of Association, the candidate must invest an admission fee.  The candidate is considered as admitted to membership of Association upon payment of admission fee.

6.4. The rights of Member of Association cannot be transferred to third parties.

6.5. Withdrawal of a Member from Association is implemented through the provision of written statement. Not later than 3 months since the moment of submission of such statement the Association is obliged to:

- determine terms of return of the property transferred by the given member in time use of Association,

- determine the size and terms of returning of property, that was purchased by a member at cost of Association or that was used by member,

- make financial - credit calculations with a withdrawing member on contracts concluded with the Association,

- define the order of implementation of obligations that are taken by a member in relations to other members of Association and to Association itself,

- upon addressing of all above listed items, the final decision on withdrawal of a Member from Association, shall be made during the closest General Meeting of Members of Association.

6.6. The admission fees should be returned , in part, which has not been spent for implementation of the target programme.

6.7. The member of Association has the right to leave by the end of fiscal year.

6.8. Terminated Member of Association bears subsidiary responsibility under Association obligations proportionally to its payments during two years since the date of withdrawal.

7.  Management of the Association 

7.1. The supreme body of the Association’s steering is the General Meeting of Members of Association (their representatives). The rate of representation from each member of Association is - one representative with the right of one vote.

7.2. General Meeting selects the Chairman for a period of 2 years.

7.3. Into the exclusive competence of General Meeting of Members of Association included:

-  modification and amendments to the Charter of Association,

-  definition of priority activities, principles of formation and use of its property,

-  election of the Chairman of Association and amotion,

-  formation of Executive Authorities,

-  approval of the Annual Report and Annual accounting balance,

-  creation of Branches and opening of representations,

-  participation in other noncommercial organizations and economic societies,

-  decision-making on re - organization or liquidation,

-  Approval of liquidating balances.

7.4. General Meeting of Members of Association is considered competent, if at the specified meeting more than half of its members are present. Decisions of General meeting of Members of Association, and sessions (meetings) of members, are accepted according to the next principle: one member - one vote by simple majority of votes that are presented at meeting. General Meeting’s decisions on the questions provided in accordance with the items 1.2.4.5.8.9. of the clause 7.3. of this Charter are accepted by the qualified majority of members.

7.5. The next General Meeting of Members of Association is convoked not later than two months upon termination of a fiscal year. General Meetings that are organized before this term, are considered as extraordinary.

7.6. Extraordinary General meetings of the Association are convoked as required, and also by the initiative of the Chairman of the Association, any of the Members of Association - within one month since the date of notification from the Chairman of the Association. As a day of the notification a day of receiving of written statement should be considered. The notification should contain a  requirement on convocation of extraordinary General Meeting by the Chairman (in its absence – by the secretary), with putting the date of receiving and signature of the Chairman (secretary on the copy of the statement.

7.7. The executive body of the Association is the Board.

7.8. The Board is headed by the Chief Executive Director that is selected through the General Meetings of members of the Association.

7.9. The decisions of all questions, which do not make the exclusive competence of General Meeting of members of Association, are the matter of competence of the Chief Executive Director.

7.10. The Chief Executive Director, who carries out the general and operational administration of the Association’s activities, is accountable to General Meeting of members and organizes implementation of its decisions. The Chief Executive Director bears responsibility before Association for results and legality of its activity.

7.11. The Chief Executive Director without the power of attorney operates on behalf of the Association and represents its interests, uses the right of order property and finance resources, concludes contracts, including labour contracts, gives out powers of attorney, opens in banks settlement and other accounts, issues orders and permissions, within his/ her competence instructs on the questions, which are obligatory for execution by all employees.

7.12. The chief executive carries out:

- financial - technical maintenance of the Association activities within its own means,

- attraction of additional sources of financial and material means for realization of authorized activities

- presentation of Annual Report on received and spent financial means to General Meeting of members of the Association,

- arrangement for conduction of next and extraordinary General Meetings of members of the Association,

- approval of the management structure, Association activity, number of personnel and official duties,

- decisions of personnel and other issues which are not within the exclusive competence of General Meeting of members of Association.

7.13. The Chief Executive Director has the right to gather an emergency session of the General Meeting by his/ her own initiative to take a decision on an urgent issue.

7.14. The Chief Executive Director has the right to delegate the responsibility or their part to assistants.

7.15. In case if the Chief Executive Director cannot implement her/ his duties the deputy to the Chief Executive Director implements functions of the former temporally before the appointment of the new Chief Executive Director.

8. Property, financial and economic activities. 

8.1. The Property of the Association is created for the account of:

-  Admission, periodic (annual) member and target fees of the Association’s members,

- Charitable contributions,

- Voluntary contributions and donations,

- The means received through the implementation of contracts that are concluded according to the authorized purposes,

- Other sources, which are not contradicting to the legislation.

8.2. The initial annual membership fees are paid by each candidate to members of the Association simultaneously with an admission fee. The second and following annual fees should be paid by each member of the Association within the first calendar month that comes upon accounting fiscal year.

8.3. Fees can be paid with money, capital assets, other property and non-property rights that have a monetary value. Cost of contributed property is estimated in agreement between the Association’s members and the General Meeting in national currency. The Association’s members loose the right to dispose a property that was transferred as a contribution. Amount of contribution as well as the changes related to the term and forms of admission fee’s contribution should be established by the General Meeting of the Association.

8.4. Admission and annual membership fees are used to maintain the steering body, consulting service and activities that are envisaged by the present Charter.

8.5. Target fees are intended for funding of exact activities and programs. Amount of fees as well as changes related to the term and forms of the admission fee should be established by the General Meeting of the Association’s members.

8.6. The Association uses transferred property of the Association’s member and leases property for the organization and realization of authorized activity.

8.7. The Association has the right to mobilize in an order established by the legislation of Republic Tajikistan, additional financial sources, including currency resources at the expense of donations and target payments of legal and physical entities, including foreign.

8.8. The Association can have as property buildings, constructions, equipment, stock, money resources in rubles and a foreign currency, assets and other property which’s cost is reflected in independent balance of the Association. The Association can have as a property land plots and other unlimited within the turnover or not withdrawn from a turnover belongings.

9. The financial control

9.1. Maintenance of accounting, formation of the accounting and statistical statements of the Association are carried out independently.

9.2. The association presents information on its  activity to bodies of state statistics and tax bodies, members of the Association and other persons according to the legislation of the Republic Tajikistan and the present charter.

9.3. Auditor firm carries out the control over financial activity of the Association, and audits of financial activity. Audit of the Association’s financial activity should be carried out by the auditor’s firm not less than once in a year. Audit’s results should be presented to the General Meeting of the Association’s members. The audit organization should draws a conclusion on a basis of annual reports and balances. Without conclusion of the auditor the General Meeting has not right to approve balance. The auditor signs the Annual Report as a evidence of the annual report’s compliance to the real state of affairs in the Association.

10. Re- organization and liquidation of the Association

10.1. The reorganization of the Association should be implemented in accordance to the legislation of the Republic of Tajikistan. The reorganization can be carried out in the form of consolidation, integration, division, separation and transformation. The association can be transformed to fund, economic association or a society.

10.2. The liquidation of the Association should be implemented by decision of the General Meeting of the Association’s members, court or other entitled to that bodies.

10.3. The management of the Association or the body that made the decision on liquidation, appoints in coordination with the body, which is carrying out the state registration, the liquidating commission and establishes the order and terms of liquidation.

10.4. The liquidating commission is delegated to run all Association’s affairs since the moment of the commission’s appointment.

10.5. Liquidating commission publishes information on Association’s liquidation through the Mass media in accordance to the order and terms of requirements stated by its creditors.

10.6. Upon completion of time period envisaged for submission of creditors’ requirements the liquidating commission develops an intermediate liquidating balance. The intermediate liquidating balance should be approved by the General Meeting of the Association’s members or the body that made the decision on liquidation.

10.7. Upon completion of settlements with creditors, the liquidating commission develops a liquidating balance, which should be approved by the General Meeting of Association’s members or the Body that made the decision on liquidation.

10.8. Property that remained after creditors’ requirements satisfaction or its cost should be distributed across the Association’s members within the amount of the admission property fee. Other part of property, which’s cost transcends the amount of property fees paid by the Association’s members, should be channeled to purposes, for which the Association has been created and (or) to the charitable purposes.

10.9. By the termination of Association’s activity all documents (administrative, financial-economic, human resource etc.) should be transferred to its assign in accordance to set forth rules.