ЗАРЕГИСТРИРОВАНО УСТАВ



CHARTER

(BY-LAWS)

OF THE SOCIETY OF PLASTIC, RECONSTRUCTIVE AND AESTHETIC SURGERY

Minsk

Belarus’

2006

1. GENERAL

1.1. The Society of Plastic, Reconstructive and Aesthetic Surgery, Scientific Educational Public Association, is a self-governed public association established on the basis of shared interests in plastic, reconstructive and aesthetic surgery.

1.2. The Society of Plastic, Reconstructive and Aesthetic Surgery, is founded and operates on the basis of voluntariness, equality of its members, self-government and legitimacy.

1.3. The Society of Plastic, Reconstructive and Aesthetic Surgery, is a legal entity under the law of the Republic of Belarus, has an independent balance, can acquire property and personal non-property rights on its own behalf, bear responsibilities, act as a claimant and a respondent in court, open accounts including currency accounts in banking institutions, have a seal and stamps with its own name, an emblem and a pennant registered according to statutory procedures.

1.4. The activities of the Society of Plastic, Reconstructive and Aesthetic Surgery, shall be carried out according to the current Constitution of the Republic of Belarus, the Decree of the President of the Republic of Belarus No. 2 of January 26, 1999 “On Several Measures for Activity Regulation of Political Parties, Trade Unions and Other Public Associations”, the Public Associations Law of the Republic of Belarus, the current legislation and the present Charter.

1.5. The Society of Plastic, Reconstructive and Aesthetic Surgery, shall cooperate with public institutions and organizations, enterprises and other economic entities, including those of other countries, with the view of achieving the objectives and tasks of its Charter, enter into relevant agreements and contracts, be entitled to take other steps that do not conflict with the current legislation.

1.6. The records management of the Society of Plastic, Reconstructive and Aesthetic Surgery, shall be maintained according to statutory requirements. Documents shall be handed over into the relevant institutions of the National Archives.

1.7. The legal address of the Society of Plastic, Reconstructive and Aesthetic Surgery, shall be 45 Pianerskaya Str., 220020 Minsk.

2. SUBJECT, OBJECTIVES, TASKS AND METHODS OF ACTIVITY

2.1. The subject of activities of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be to carry out scientific and educational activity of propagation and development of plastic, reconstructive and aesthetic surgery.

2.2. The main objective of the Society of Plastic, Reconstructive and Aesthetic Surgery is to unite the people interested in issues of plastic, reconstructive and aesthetic surgery.

2.3. To achieve the objectives of the Charter the Society of Plastic, Reconstructive and Aesthetic Surgery shall assign itself the following tasks:

2.3.1. to promote development of plastic, reconstructive and aesthetic surgery as areas of medical science;

2.3.2. to assist public, professional and scientific recognition of services of doctors whose activities contribute to development of plastic, reconstructive and aesthetic surgery;

2.3.3. to popularize plastic, reconstructive and aesthetic surgery;

2.3.4. to render assistance to Public Healthcare authorities of the Republic of Belarus in sanitary educational work among the population of the Republic of Belarus;

2.3.5. to protect the legal rights and interests of its members.

2.4. To achieve the said tasks the Society of Plastic, Reconstructive and Aesthetic Surgery shall use the following methods:

2.4.1. organization and realization of actions with a view of exchanging information and expertise relevant to the activities of plastic, reconstructive and aesthetic surgeons;

2.4.2. publication of information materials addressing issues of preservation and reconstruction of human anatomic structures by using plastic, reconstructive and aesthetic surgery methods;

2.4.3. assistance to the Ministry of Public Health of the Republic of Belarus in the field of education of medical workers, in the field of plastic, reconstructive and aesthetic surgery within the limits set by the law of the Republic of Belarus.

3. STRUCTURE, ADMINISTRATION AND CONTROL BODIES

3.1.00. The Society of Plastic, Reconstructive and Aesthetic Surgery is an integral public association without organizational structures.

3.1. The superior body of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be the Social Gathering convened not less than once in 2 years. The Social Gathering shall be convened at the initiative of the Executive Committee, the Chairman of the Executive Committee, the Auditing Committee or at the request of not less than 1/4 of the members of the Society of Plastic, Reconstructive and Aesthetic Surgery. The members of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be notified of Social Gathering convocation not less than 20 days prior to its beginning.

The Social Gathering shall be deemed qualified if not less than 2/3 of the members are present; resolutions of Social Gatherings shall be adopted by simple majority. The voting form shall be specified by the Social Gathering.

Resolutions on approval, modification and amendment of the Charter, on discontinuation of activities of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be adopted if not less than 2/3 of the members of the Society of Plastic, Reconstructive and Aesthetic Surgery present at the Social Gathering have voted in their favor.

3.2. The Social Gathering shall:

- approve the name and Charter of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- elect the Executive Committee, the Chairman of the Executive Committee, the Vice Chairman of the Executive Committee, the Executive Secretary of the Executive Committee, the Auditing Committee and shall specify their quantitative composition;

- approve reports of the Executive Committee and the Auditing Committee;

- modify and amend the Charter of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- make decisions on reorganization or liquidation of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- make other decisions, obligatory for all the bodies and members of the Society of Plastic, Reconstructive and Aesthetic Surgery.

3.3. During the period between Social Gatherings the management of activities of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be effected by the Executive Committee.

3.4. The Executive Committee shall be elected for the term of four years and be accountable to the Social Gathering.

3.5. The Executive Committee shall:

- arrange and check the fulfillment of resolutions made by the Social Gathering;

- carry out activity programs of the Society of Plastic, Reconstructive and Aesthetic Surgery adopted by the Social Gathering;

- make decisions regarding the procedure and the amount of admission and membership fees;

- make decisions regarding membership fee exemptions;

- amend and modify the Charter with the exception of modifications and amendments relating to the name, objectives, tasks and methods of activity of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- grant membership in the Society of Plastic, Reconstructive and Aesthetic Surgery and expel members therefrom;

- approve the budget of the Society of Plastic, Reconstructive and Aesthetic Surgery, the personnel arrangements of the Society of Plastic, Reconstructive and Aesthetic Surgery, command finance, material and other resources;

- make decisions on establishment of commercial organizations and participation in them;

- make decisions on property acquisition, disposal and alienation;

- elaborate and approve samples of the emblem;

- examine other matters referred to its competence by the Social Gathering.

3.6. The Executive Committee shall hold its meetings as required, but not less often than on a quarterly basis. Resolutions shall be adopted by open vote by simple majority if not less than 2/3 of the Executive Committee members are present.

3.7. Extraordinary meetings of the Executive Committee shall be held at the Chairman’s discretion or upon written request of not less than one third of the Executive Committee members.

3.8. A member of the Executive Committee shall be entitled to announce at any time withdrawal from the Executive Committee by submitting a written application to the Executive Committee or the Chairman of the Executive Committee.

3.9. Executive Committee members shall be allowed to hold posts in the Society of Plastic, Reconstructive and Aesthetic Surgery according to the personnel arrangements.

3.10. The Chairman of the Executive Committee shall be elected for the term of 4 years and report to the Executive Committee.

3.11. In the absence of the Chairman of the Executive Committee his/her duties shall be executed by the Vice Chairman of the Executive Committee within the powers delegated to him/her.

3.12. The Chairman of the Executive Committee is a member of the Executive Committee ex officio. The Chairman of the Executive Committee shall have the rights and duties of the head of a legal entity, including:

- bear responsibility for results of activities of the Society of Plastic, Reconstructive and Aesthetic Surgery and compliance with the provisions of the present Charter;

- act on behalf of the Society of Plastic, Reconstructive and Aesthetic Surgery without any power of attorney and represent its interests in government bodies, issue powers of attorney and open bank accounts, have the right to dispose of funds and property of the Society of Plastic, Reconstructive and Aesthetic Surgery approve the personnel arrangements, issue orders and instructions obligatory for the staff;

- determine the terms of reference and distribute powers of Executive Committee members and the Vice Chairman of the Executive Committee;

- conduct meetings of the Executive Committee and preside over the Social Gathering;

- execute other powers under the present Charter.

3.13. The Executive Secretary of the Executive Committee of the Society of Plastic, Reconstructive and Aesthetic Surgery shall perform records management as well as notify the members of the Society of Plastic, Reconstructive and Aesthetic Surgery of the time and venue of the regular (extraordinary) Social Gathering.

3.14. Control of compliance with the Charter, fulfillment of resolutions of the Social Gathering and the Executive Committee, financial and other activities of the Society of Plastic, Reconstructive and Aesthetic Surgery as well as review of complaints and applications of the members shall be carried out by the Auditing Committee.

3.15. The Auditing Committee shall be elected from among the members of the Society of Plastic, Reconstructive and Aesthetic Surgery for the term of four years.

3.16. The Auditing Committee shall plan its work independently and be accountable only to the Social Gathering.

3.17. Audits of activities of the Society of Plastic, Reconstructive and Aesthetic Surgery its members and officials shall be conducted by the Auditing Committee on the instructions of the Social Gathering or at its own initiative. The Auditing Committee shall have the right to require the persons under inspection to provide it with all necessary materials, accounting and other documents and personal explanations both orally and in writing.

3.18. The Auditing Committee shall have the right to involve independent auditors (an auditing organization) into audits.

3.19. Resolutions of all collegiate bodies shall be recorded in minutes.

4. MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND RESPONSIBILITIES

4.1. Members of the Society of Plastic, Reconstructive and Aesthetic Surgery can be citizens of the Republic of Belarus, foreign subjects and stateless persons aged 18 or older, who recognize the Charter of the Society of Plastic, Reconstructive and Aesthetic Surgery take part in activities of the Society of Plastic, Reconstructive and Aesthetic Surgery are specialists in the field of plastic reconstructive and aesthetic surgery.

4.2. Admission of members of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be done according to the Executive Committee resolutions on the basis of a written application by the applicant.

4.3. The Executive Committee shall review written membership applications to the Society of Plastic, Reconstructive and Aesthetic Surgery and make an appropriate decision by simple majority of its members. Applicants shall become its members on the basis of the decision made by the Executive Committee.

4.4. The Executive Committee shall have the right to deny an applicant membership of the Association. Applicants can appeal against this decision at the nearest Social Gathering. Decisions of the Social Gathering shall be without appeal.

4.5. Membership shall be discontinued in the following cases:

- withdrawal from membership of the Society of Plastic, Reconstructive and Aesthetic Surgery at one’s own will;

- exclusion from membership of the Society of Plastic, Reconstructive and Aesthetic Surgery.

4.6. Withdrawal from membership of the Society of Plastic, Reconstructive and Aesthetic Surgery at one’s own will shall be effected on the basis of a written application by a member of the Society of Plastic, Reconstructive and Aesthetic Surgery.

4.7. Decisions regarding exclusion shall be made by more than 2/3 of votes of the Executive Committee members. The grounds for exclusion shall be:

- failure by a member of the Society of Plastic, Reconstructive and Aesthetic Surgery to perform the responsibilities provided by the present Charter;

- actions contradicting the provisions of the present Charter.

4.8. Members of the Society of Plastic, Reconstructive and Aesthetic Surgery shall have equal rights irrespective of their race, nationality and sex.

The member of the Society of Plastic, Reconstructive and Aesthetic Surgery shall be entitled to:

- take part in any form of activity of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- elect and be elected into the elected bodies of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- submit for consideration into the elected bodies of the Society of Plastic, Reconstructive and Aesthetic Surgery proposals aiming at improvement of work and achievement of tasks of the Charter of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- be a member of other organizations, associations and movements, whose activities are not in conflict with the present Charter;

- make full use of the information available to the Society of Plastic, Reconstructive and Aesthetic Surgery and any other kind of its services;

- apply to the Society of Plastic, Reconstructive and Aesthetic Surgery for assistance in protection of his/her rights and interests;

- facilitate formation of the material basis of the Society of Plastic, Reconstructive and Aesthetic Surgery.

4.9. The member of the Society of Plastic, Reconstructive and Aesthetic Surgery shall undertake to:

- comply with the requirements of the Charter, resolutions of the Social Gathering and the elected bodies;

- actively promote achievement of the objectives and tasks of its Charter of the Society of Plastic, Reconstructive and Aesthetic Surgery;

- assist the Society of Plastic, Reconstructive and Aesthetic Surgery in achievement of the objectives and tasks of its Charter.

5. PROPERTY AND FUNDS

5.1. The Society of Plastic, Reconstructive and Aesthetic Surgery can own and receive for gratuitous use buildings, structures, housing facilities, equipment, stock, funds, any property necessary for supply of materials for activities stipulated by the Charter, with the exception of objects that can only be owned by the state under the law.

The Society of Plastic, Reconstructive and Aesthetic Surgery can also lease premises, equipment and stock necessary for ensuring of the activities.

5.2. The funds of the Society of Plastic, Reconstructive and Aesthetic Surgery shall consist of:

- admission and membership fees;

- proceeds from lectures, exhibitions and other actions conducted for the purposes of the Charter;

- revenues from business carried out according to rules established by the current legislation of the Republic of Belarus;

- voluntary donations;

- other sources permitted by the law.

5.3. The funds shall be used to maintain the activities stipulated by the Charter.

5.4. The resources and property of the Society of Plastic, Reconstructive and Aesthetic Surgery shall not be redistributed among its members but used only to achieve the objectives and tasks of the Charter. Charitable use of one’s own funds shall be allowed. The direction and order of expenditures shall be determined by the Chairman of the Executive Committee according to his/her terms of reference established by the Executive Committee.

5.5. In compliance with the objectives and tasks provided by the present Charter and the procedure stipulated by the law the Society of Plastic, Reconstructive and Aesthetic Surgery can receive funds and other property from natural persons.

6. INTERNATIONAL CONTACTS

6.1. The Society of Plastic, Reconstructive and Aesthetic Surgery shall have the right to maintain direct international contacts and ties with organizations of other countries, participate in conduction of joint actions and programs if it does not contradict the international obligations of the Republic of Belarus and its law.

7. PROCEDURE OF CESSATION OF ACTIVITY OF THE ASSOCIATION

7.1. Cessation of activities can be effected by reorganization (merger, takeover, division, separation, transformation) or liquidation of the organization.

7.2. Reorganization of the Society of Plastic, Reconstructive and Aesthetic Surgery can be performed on the basis of a resolution of the Social Gathering. The decision on reorganization shall be adopted by not less than 2/3 of votes of the members of the Society of Plastic, Reconstructive and Aesthetic Surgery present.

7.3. The Society of Plastic, Reconstructive and Aesthetic Surgery can be liquidated:

- on the basis of a decision of the Social Gathering adopted by not less than 2/3 of votes of the members of the Society of Plastic, Reconstructive and Aesthetic Surgery present;

- under a judgment according to the procedure provided by the current law of the Republic of Belarus.

7.4. To settle the issue of the property and funds of the Society of Plastic, Reconstructive and Aesthetic Surgery upon liquidation a Liquidation Committee shall be formed.

7.5. The property and funds of the Society of Plastic, Reconstructive and Aesthetic Surgery that remain after settlement of creditors’ claims shall be used for the purposes provided by the Charter.

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