Constituent Assembly of Founders of non-governmental organization
“INDEPENDENT UNION of European Journalists”
March 25, 2019
CHARTER OF NON-GOVERNMENTAL ORGANIZATION
“INDEPENDENT UNION OF EUROPEAN JOURNALISTS”
- GENERAL PROVISIONS
1.1. NON-GOVERNMENTAL ORGANIZATION “INDEPENDENT UNION OF EUROPEAN JOURNALISTS” (further – Organization) brings together citizens on the basis of the common interests of its members and to achieve the goal and fulfillment of tasks specified by this Charter.
1.2. Full name of the Organization in English – NON-GOVERNMENTAL ORGANIZATION “INDEPENDENT UNION OF EUROPEAN JOURNALISTS”
1.3. Abbreviated name of the Organization in English is – NGO “IUOEJ.”
1.4 Location of the Organization: Ukraine, 65082, Odessa region, Odessa, Nekrasova Street 4/9.
1.5. The founders of the Organization can be citizens of Ukraine, as well as foreigners and stateless persons who are legally on the territory of Ukraine and have reached the age of 18.
1.6. The organization is created to operate adhering to the principles of volunteerism, self-government, free choice of the territory of activity, equality before the law, lack of property interest of its members (participants), transparency, openness and publicity.
1.7. The organization acquires the rights of a legal entity from the moment of state registration in accordance with the current legislation, has its own stamp, imprints and forms with its own title, organization may have own accounts, as well as in foreign currency in banking institutions, it may have its own symbolism, which is approved by the General Assembly and registered in a way established by the Cabinet of Ministers of Ukraine.
1.8. The Organization has the right to make transactions (deals) on its own behalf, to acquire property and non-property rights, to bear duties, to be a plaintiff and defendant in court, to own funds and other property, to open accounts in banks in national and foreign currency.
1.9. The organization is a non-entrepreneurial society and is not aimed to make a profit.
1.10. The organization operates within the framework of the Constitution of Ukraine, the Law on Public Associations of Ukraine, the Law on State Registration of Legal Persons, Individuals – Entrepreneurs and Public Groups, of acting Ukraine’s legislation and the present Charter.
1.11. The organization can join international public associations, maintain contacts and make agreements with foreign non-profit non-governmental associations.
- GOALS AND TASKS OF THE ORGANIZATION
2.1. The main objective of the Organization is to fully satisfy and protect the professional and other common interests of the members of the Organization, to protect constitutional rights to freedom of speech, to combat the violation of the right to freedom of speech, and to expand professional relations of Ukrainian journalists in the European Union in order to organize the interaction of Ukrainian journalists with journalists of the European Union countries.
2.2. Key goals:
- Protection journalists’ rights to freedom of speech and combating violations of the right to freedom of speech;
- Advanced training of journalists;
- Expanding professional ties of Ukrainian journalists in the European Union in order to organize the interaction of Ukrainian journalists with journalists of the European Union;
- Prevention of violations of the rights to freedom of speech and freedom of worldview.
2.3. To achieve this goal, the Organization is implementing the following objectives:
- Represent and protect the interests of members of the Organization before the state and local governments, in various public institutions, institutions and enterprises both in Ukraine and abroad, before private persons, media;
- Promote the interests of members of the Organization and their constitutional rights;
- Organizes public events such as meetings, campaigns, readings, research, etc.
- Conducts preventive work to prevent violations of the right to freedom of speech;
- Organizes cooperation with the media, including ones in the European Union;
- Organizes cooperation with human rights organizations and law enforcement agencies;
- Promotes awareness of rights to freedom of speech;
- Collaborates and engages professionals for qualified assistance to support the legal and constitutional rights of members of the Organization;
- Organizes consultations about violated rights of members of the Organization.
- THE BASIC PRINCIPLES OF THE ORGANIZATION’S ACTIVITY
3.1. The activity of the Organization is based on the principles of:
- Free choice of activity territory;
- Equality before the law;
- Lack of property interest of its members (participants);
- Transparency, openness, publicity;
- Respect for the personal opinion and dignity of each member;
- Collectiveness in the work of the Organization and its bodies coupled with the personal responsibility of each member to carry out his duties and assignments;
- The electability of all of the Organization’s governing bodies;
- Periodic reporting of elected bodies to members and higher authorities;
- Freedom to discuss, coupled with strict statutory discipline and minority subordination to the decision;
- The obligatory implementation of the decisions of higher authorities by subordinates.
- Acquisition and Termination of MEMBERSHIP (PARTICIPATION) IN THE ORGANIZATION. Rights and Responsibilities of Members (Participants)
4.1. Membership in the Organization can be individual.
4.2. Members of the Organization may be Citizens of Ukraine, foreigners and stateless persons who are legally on the territory of Ukraine and support the goals and objectives of the Organization and recognize its Charter and have reached the age of 18.
4.3. Enrolment to the Organization is based on an application.
4.4. The Board of the Organization decides the acceptance of a person as a member and submits an appropriate entry to the Register of Members no later than two months after receiving a written statement in which person confirms the obligations to comply with the Charter, as well as his consent to process his personal data in accordance with statutory objectives and existing law.
4.5. The Board of the Organization has the right to decline the application of a person to become a member.
4.6. Rights of members:
- Participate in the organization’s statutory activities and activities;
- To participate in the General Assembly, to elect and to be elected to the governing bodies of the Organization;
- Make suggestions, statements, and complaints to governing bodies;
- To obtain information and explanations about the Organization’s activities, provided it is subject to the protection of confidential information and personal data;
- Have access to the Organization’s financial and other reports;
- Voluntarily, at any time, in accordance with this Charter, to terminate membership (participation) in the Organization;
- To have a standard identity card of a member of the organization, badges and other relevant symbols, which are not contrary to the law of Ukraine.
4.7. Members must:
- Comply with the rules of the Charter and the decisions of governing bodies related to the implementation of the organization’s statutory tasks;
- To contribute to the organization’s statutory objectives and goals;
- Within the framework of Ukrainian law, to promote ideas, the goal, statutory tasks and the activities of the Organization;
- To comply with the requirements of the governing bodies of the Organization, the separate unit where the member is registered, in the view of the order and conditions of use of personal data and other information that is confidential.
4.8. Membership is terminated if:
- A written statement from a member to the Board of the Organization;
- The Board’s decision.
4.9. The Board decides to exclude a member in the event of:
- Repeated violations of Charter requirements;
- Acts or omissions that are incompatible with the organization’s purpose;
- Acts or omissions that cause significant property or non-property damage to the Organization;
- Non-participation in the Organization during the previous 12 months.
4.10. Information about membership in the Organization is confidential and is not subject to disclosure to third parties except there is a personal written permission of a member, and it may be disclosed without the consent of the member on the basis of the court’s decision, the request of the prosecutor, police, security service of Ukraine.
- THE ORGANIZATION’S MANAGEMENT
5.1. The governing bodies of the Organization are General Assembly of the Organization, The Board, the Chairman of the Organization.
5.2. The General Assembly of the Organization is the highest governing body of the Organization and has the right to decide on any issues of its activities, including overturning decisions of other organs of the Organization.
5.3. Its members participate in the General Assembly of the Organization. Each member of the Organization has one vote. A meeting is considered to be approved if at least half of the membership is present.
5.4. The next General Assembly is convened by the Board annually.
5.5. The General Assembly considers the issues brought before them by the Board, the President of the Organization and members of the Organization.
5.5. The Extraordinary General Assembly is convened in the presence of circumstances affecting the substantial interests of the Board or the President of the Organization, as well as in other cases under this Charter and Ukrainian law.
5.6. The exclusive competence of the General Assembly of the Organization is to address the following issues:
- Approval, amendments and additions to the Charter of the Organization;
- Approval of the Organization’s programs and main activities;
- Hearing the organization’s governance reports.
- Decision to terminate the Organization’s activities
- Disposal of the Organization’s funds and assets;
- Appointment of the liquidation commission and its chairman;
- The election of the Board for a period of two years;
- The election of the President of the Organization for a period of two years;
- The election of the Chairman and members of the Audit and Audit Commission for a period of four years;
- Considers complaints about decisions, actions or omissions of the Organization’s governing bodies.
- The decision to set up separate units
- The decision to establish legal entities in the Organization;
- The decision of whether to approve the organization’s symbols
- The decision on self-dissolution and reorganization.
5.7 The decision of the General Assembly of the Organization is considered to have been taken if at least two-thirds of the members of the General Assembly of the Organization voted for them. On issues, amending the statute, deciding to reorganize and eliminate the decision of the General Assembly of the Organization is considered to have been taken if at least three-quarters of the members of the General Assembly of the Organization voted for it. Also, three-quarters of the votes of the membership of the Organization are decided to divest the organization’s assets at a cost of fifty percent or more of the Organization’s assets.
5.8. The General Assembly takes the “decision”. Decisions taken by the General Assembly in compliance with the requirements of this Charter, internal documents and legislation of Ukraine, binding on all other governing bodies of the Organization and members of the Organization.
5.9. A member person selected by the General Assembly as President of the Assembly presides over the General assembly. The general meeting of members is protocoled. Protocols of the General Assembly meetings are maintained by the Secretary of the General Assembly and signed by the President and the Secretary of the General Assembly.
5.10. The Board is elected by the General Assembly for a two-year term and exercises the following powers:
- Organizes the implementation of the general meeting decisions;
- Provides preparation and holding of meetings of the General Meeting;
- Manages the Organization’s ongoing operations;
- Decides to open and close settlement and other accounts;
- Approves the annual budget and the report on its use;
- Prepares documents of the General Assembly;
- It develops and plans activities. Makes changes to the plan of events;
- Decides on membership, exclusion from membership;
- Founds and liquidates the print media, appoints and vacates their heads;
- Conducts information policy.
5.11. The Board of Directors meets at least once every six months, it is gathered by the President of the Organization or at the request of two-thirds of the members of the General Assembly of the Organization and is empowered with a majority of its members.
5.12. The Board’s decision is taken by a simple majority vote of the members present.
5.13. The Chairman of the Board is the Chairman of the Organization.
5.14. The quantitative composition of the Organization’s Board is determined by the General Assembly of the Organization.
5.15. Changes in the composition of the Board and the election of the President of the Organization are held at the general meeting no later than the last month of the last year of being part of the Board or as Chairman of the Organization (and the term of office is considered to be the date of election to the Constituent Assembly). The election of a new Board may also be possible at an extraordinary General Assembly, provided it is put on the agenda by two-thirds of the membership.
5.16 The President of the Organization is elected by the General Assembly for a two-year term.
5.17. Chairman of the Organization:
- Administers general management of the organization, the Board, hires and dismisses full-time employees;
- Without delegate, he represents the Organization in external relations, represents the Organization in formal relations with government bodies, public associations and other legal entities, makes statements on behalf of the Organization that do not contradict the Charter of the Organization, the current legislation of Ukraine, the generally recognized principles and norms of international law;
- Signs agreements, and other financial and economic documents;
- Submits the nominations of vice-presidents for the General Assembly;
- Has the right to convene a General Assembly;
- Performs other responsibilities assigned to it by the Board of the Organization or the General Assembly.
In the event that the President of the Organization is temporarily unable to fulfill his duties, his duties are performed by a member of the Board (deputy), by the decision of the President of the Organization. The election of a new President of the Organization is possible at an extraordinary General Assembly, provided it is put on the agenda of two-thirds of the membership.
5.18. Meeting of the General Meeting, Board can be held both with the direct participation of members and through the Internet communication using audiovisual computer programs, online conferences. The decision on the form of such a meeting is taken by the Board of the Organization and notifies the members of the Organization no later than 15 days before the scheduled date of the meeting (General Meeting, Board) of the chosen form of the meeting. Any meeting of the administration is formalized by the protocol on the form of the meeting is necessarily specified in the protocol, if the meeting was held via the Internet communication in the protocol necessarily recorded by the help of which computer program was held meeting.
5.19. The Audit and Control Commission (further ACC) is the body of the Organization, which monitors the activities of the Organization and its separate units through appropriate inspections.
The ACC consists of Chairman of the ACC, Vice-Chairman of the ACC and members of the ACC.
5.20. The ACC is guided by the Charter of the Organization, the acts and decisions of the Governing Bodies of the Organization and the legislation of Ukraine.
5.21. The President of the ACC and the Deputy ACC are elected from the members of the ACC for a four-year term at the General Assembly by a simple majority vote. Members of the ACC have the right to:
- To carry out appropriate inspections on the organization’s activities;
- Require the necessary verification documents on the Organization’s activities;
- To submit to the General Assembly and the Board the question of the organization’s activities.
5.23. Organizing the work of the ACC:
5.23.1. The ACC conducts regular and exceptional inspections.
5.23.2. The ACC conducts regular inspections twice a year as a result of the Organization’s activities and prepares the results of the audits, which are submitted to the General Assembly of the Organization.
5.23.3. Exceptional inspections by ACC are conducted:
- By decision of the General Assembly of the Organization;
- By the decision of the Board of the Organization;
- On its own initiative, if the ACC’s decision to inspect the General Assembly on an extraordinary review is approved.
5.23.4. Each member of the ACC has one vote. The meeting of the ACC is formalized by a protocol, and the Secretary of the ACC is responsible for maintaining the protocol and the reliability of the data included in it. Members of the ACC are personally responsible for the reliability, completeness, and objectivity of the information contained in the Conclusions and Decisions of the ACC.
- HOW TO REPORT TO MEMBERS OF THE ORGANIZATION
6.1. The Board of the Organization and the President of the Organization are required to report periodically to the members of the Organization at the General Assembly on issues related to the exercise of their authority and the implementation of the Organization’s statutory tasks. The Board and the Chairman of the Organization have 30 days to respond in writing or by email to requests from members of the public association about the activities of governing bodies and the implementation of statutory tasks and to ensure that members of the Organization are free access to information about their activities, including decisions taken and the implementation of statutory tasks.
- The appeal against decisions of the governing bodies and officials of THE ORGANIZATION
7.1 Members have the right to appeal against the decision, action or omission of the Board, the Chairman of the Organization by filing a written complaint:
- Actions, inactions or decisions of the President of the Organization – a primary complaint is filed with the Board, he is obliged to consider the complaint at the next meeting, with a mandatory call from the member who complains, as well as the Chairman of the Organization;
- Actions, omissions or decisions of a board member – the primary complaint is filed to the President of the Organization, he is obliged to consider the complaint within 20 business days, with the mandatory call of the member who complains, as well as the member of the Board of Action, inaction or whose decision is being appealed.
- FACILITIES AND PROPERTY OF THE ORGANIZATION
8.1. The Organization may own the funds and other property necessary for statutory activities.
The organization acquires ownership of funds and other property transferred to it by founders, members (participants) or the state, donated by citizens, businesses, institutions and organizations, as well as property acquired at their own expense or on other grounds not prohibited by law.
8.2. The sources of the Organization’s funds and assets may be:
- Funds and property donated, irretrievable financial assistance, voluntary donations from members and others;
- Passive income;
- Charitable assistance, humanitarian and technical assistance;
- Purchased on other non-commercial grounds not prohibited by law;
- Other financial receipts are not prohibited by Ukrainian law, not related to the implementation of economic activities and such for the purpose of making a profit.
8.3. The Organization’s funds are used for:
- The organization’s organizational needs;
- Funding for the Organization’s activities, which are conducted in accordance with its objectives;
- Other fees provided by the current legislation and the needs of the Organization;
8.4. Staff schedules and expenses are approved by the Board of the Organization.
8.5. The Organization’s assets are not to be distributed among its members (participants) and cannot be used for the benefit of any individual member, its officials (except for the payment of their work and social contributions).
- Reporting and monitoring, doing business to carry out statutory tasks
9.1. The Organization maintains operational, accounting and statistical records according to the rules in force in Ukraine.
9.2. Any charge-offs from the Organization’s balance sheet are decided by the Board of the Organization.
9.3. The Organization publishes reports and other information at least once a year on the sources of raising funds and property for statutory activities and how they are used in accordance with Ukrainian law.
9.4. State control over the activities of the Organization is carried out by the state authorities in accordance with the grounds and within the powers provided by the legislation of Ukraine.
- Separate division of the organization.
10.1. The Organization has the right to set up separate units.
10.2. Separate units are created by the decision by the General Assembly of the Organization and their further legalization.
10.3. In their activities, the separate units are guided by their Own Regulations, which do not contravene the current legislation and the Charter of the Organization.
10.4. Separate units are required to honor the Organization’s delegated tasks and to carry out their tasks.
10.5. The Organization has the right to eliminate separate units by holding a General Meeting of the Members of the Organization.
- TERMINATION OF THE ORGANIZATION AND LIQUIDATION PROCEDURE.
11.1. The organization is terminated by the three-quarters of the General Assembly through self-dissolution or reorganization, or in other cases under current law. In the case of dissolution, property and funds, after meeting the demands of creditors, are transferred by the decision of the General Assembly to the statutory or charitable purposes to another public association, and in the case of failure to make such a decision – are credited in accordance with the law to the state or local budget.
11.2 The Organization has the right to decide at any time to cease its activities (self-termination)
11.3. The General Assembly decides on the self-termination of the organization.
11.4. The Organization is reorganized by joining another public association of the same status. The reorganization is carried out on the basis of the decision of the public association, which joins to cease operations with the accession to another association and the decision of the public association to which they join, to agree to such accession.
- How changes and additions to the organization’s charter are made
12.1. Changes and additions to the Charter are made by the decision of the General Assembly if at least three-quarters of the members present voted for them.
12.2. On the changes that have taken place in the statutes, the Organization notifies the registration authority within 5 days:
- The electability of all of the Organization’s governing bodies;
- Periodic reporting of elected bodies to members and higher authorities;
- Freedom of debate, coupled with strict statutory discipline and minority subordination to the decision;
- The obligatory implementation of the decisions of higher authorities for the downline.