CHARTER
ASSOCIATION "UKRAINIAN ASSOCIATION OF RENEWABLE ENERGY"
(Identification code 39425040)
1. General Provisions.
1.1. ASSOCIATION "UKRAINIAN ASSOCIATION OF RENEWABLE ENERGY", identification code 39425040 (hereinafter - "the Association"), continues its activities as a result of changes in the name ASSOCIATION "UKRAINIAN ASSOCIATION OF RENEWABLE ENERGY."
ASSOCIATION "UKRAINIAN ASSOCIATION OF RENEWABLE ENERGY" (UARE) operates on the basis of the Law of Ukraine "On Electric Power Industry", the Civil and Commercial Code of Ukraine, the Law of Ukraine "On Protection of Economic Competition", other Laws and legal Acts, this Charter and internal regulations of the Association, decisions made by authority bodies of the Association, adopted within their competence. This Charter developed in compliance with "Standard requirements for creating business association for general release from a previous obtaining permission of the Antimonopoly Committee of its creation." For the establishment of the Association convened the Congress of the Association, to engage in which are all founders of the Association.
1.2. Full name in English: ASSOCIATION «UKRAINIAN ASSOCIATION of RENEWABLE ENERGY».
Abbreviation in English: UARE.
1.3. Location Association: 03040, Ukraine, Kyiv, 1, Vasylkivska Street.
1.4. The founders of the Association are:
1.4.1. Limited Liability Company "Tokmak Solar Energy", identification code 37581105, address: 69057, Zaporizhzhya region, Zaporizhzhya city, 8, Antenna Street;
1.4.2. Limited Liability Company "Helios Energy", identification code 38301747, address: 77457, Ivano-Frankivsk region, Tysmenytsya district, Radcha village, 5, Fushteya Street;
1.4.3. Limited Liability Company "Energoinvest", identification code 24895253, address: 21022, Vinnitsa region, Vinnytsia, 16, Stanislavsky Lane;
1.4.4. Limited Liability Company "Hydroenergoinvest" identification code 36885544, address: 03040, Kyiv, 1, Vasylkivska Street;
1.4.5. Limited Liability Company "Solar Energy Plus", identification code 37784089, address: 88000, Transcarpathian region, Uzhgorod city, 11A, Fedyntsya Street;
1.4.6. Limited Liability Company "Aquanova Hydroresource", identification code 37493365, address: 88018, Transcarpathian region., Uzhgorod city, 67, Swabska Street;
1.4.7. Limited Liability Company "Primewood", identification code 37772754, address: 03680, Kyiv city, 72, Chervonoarmiiska Street, group of apartments #177;
1.4.8. Limited Liability Company "Rengy Bershad», identification code 37908389, address: 03680, Kyiv city, 72, Chervonoarmiiska Street, group of apartments #177;
1.4.9. Limited Liability Company "Rengy Tomashpil" identification code 37248921, address: 03680, Kyiv city, 72, Chervonoarmiiska Street, group of apartments #177;
1.4.10. Limited Liability Company "Teplodar PV" identification code 38058759, address: 65125, Odessa region, Odesa city, 23. Yevreiska Street, office 3/1
1.5. Association formed only as a contractual union, which is not a business entity or enterprise.
1.6. The Association founders (members) do not receive direct income (dividends) declared by its activities.
1.7. Affiliates, representative offices and other separate units of the Association opened without creating a legal entity.
1.8. The Association funded absolutely through:
- Non-recurring (entrance) and periodic (membership) fees of the Association members;
- Passive income under tax laws;
- Grants or subsidies received from state or local budgets, state funds or within charitable aid, including humanitarian or technical, assistance provided by the Association under the terms of international treaties ratified by the Verkhovna Rada of Ukraine;
- Income received as arbitration fee;
- Income received by the Association of organization and holding of lectures, seminars, conferences, trainings and other educational events.
1.9. The goal (object) of the Association is only coordinate economic activities of participants without interference in their industrial and commercial activity and decision-making.
1.10. Association formed to promote the development of renewable (alternative) energy of Ukraine, representing the interests of its members in government authorities, local government, protect rights of the Association members and provide public relations.
1.11. The Association is a non-governmental, independent, voluntary, non-profit organization that brings together companies in the area of renewable (alternative) energy, both domestic and foreign.
1.12. Membership does not impose on its members any restrictions on commercial, public and other activities that are not prohibited by the law.
1.13. The Association is a legal entity with its own balance, seal with its name, angular and other seals, letterheads, symbols, brand, may have trademarks , trade names and other means of visual identification that are not prohibited by applicable law, opens bank accounts.
The Association is a non-profit organization (non-business company) and economic association in accordance with the legislation of Ukraine and created for an unlimited period.
The Association has separate property's ownership and may acquire rights and obligations as a plaintiff or defendant in courts on its behalf.
1.14. The Association has the right:
- To be a part of the world electricity associations;
- To open foreign offices to cooperate with energy associations of other countries;
- To popularize renewable (alternative) energy sector;
- Organize and conduct seminars, workshops, conferences, etc.;
- To represent the Association and its members in courts of all jurisdictions, including international courts;
- To represent the Association and / or its members in all state bodies and local authorities, both in Ukraine and abroad;
- Organize monthly / annual and / or electronic publications;
- At its own discretion to possess, use and dispose its property, to acquire on its behalf the property and moral rights and obligations, act as a plaintiff and defendant in the courts of all jurisdictions and / or courts, including the economic and administrative courts, arbitration Court and international judicial bodies;
- Enter into any transactions not prohibited by the law (agreements, contracts) to implement the subject of its activities;
- Open current, deposit and other bank accounts in national and foreign currency and perform all kinds of settlement, credit, cash and other transactions in accordance with the law;
- To use credits and loans;
- To hire employees based on labor contracts (agreements), to organize the activities of the labor;
- To create consultative bodies, sections, centers, affiliates, representative offices and other subdivisions without legal personality and approve regulations for them.
1.15. The Association is responsible for its obligations with all its property.
The Association does not take the consequences for the obligations of its members and / or the state, and members of the Association do not take the consequences for the obligations of the Association and / or the state.
2. Basic Principles and Objectives of the Association.
2.1. The Association does not own entrepreneurial activity or conclude any agreements (contracts) on joint entrepreneurial activities without establishment; it is no co-founder of undertakings and does not control or manage.
2.2. The Association and its members are not engaged in any concerted practices, which may restrict competition between members of the Association, including concerted actions relating to:
- The price at which the product is sold;
- The quantity of goods produced;
- Standard formulas by which the price is calculated;
- Support fixed ratio between the prices of competing but not identical goods;
- Cancellation of discounts on the price or the establishment of standard discounts;
- Credit agreements that apply to buyers;
- Do not reduce prices without notifying all the other participants of concerted actions;
- Purchase of the excess quantity of goods offered at low prices (to support higher prices of goods);
- The appointment of a single sales agent who can manage the sales of goods of all participants of concerted actions;
- Distribution of customers among the participants of agreed actions;
- Distribution territories, purchase or sale of goods between parties of concerted actions.
2.3. The Association does not aim to get the profit.
2.4. The purpose of the Association are: association of persons carrying out activities in the field of renewable (alternative) energy; interaction with public authorities, which regulate and control the activities of such entities in Ukraine; representation and protection of common interests of its members in government and with third parties; study of the consumer market, search and establishment of business contacts with domestic and foreign partners, market entities that produce electricity of renewable (alternative) energy sources.
2.5. The Association operates on the basis of the following principles:
- Rule of law;
- A compromise solution in the interests of all members of the Association;
- Trust and mutual support between market participants;
- Voluntary participation of members in projects and programs carried out by the Board of the Association;
- Mandatory implementation of the decisions taken by the Congress of the Association;
- Autonomy and independence from government agencies.
2.6. The main objectives of the Association are:
- The protection of the rights and interests of energy companies that produce electricity from renewable (alternative) sources - members of the Association, ensuring legal guarantees of their activities;
- Promoting the creation of a legal framework for the production of electricity from renewable (alternative) energy sources;
- Promotion of training and professionalism of managers, specialists of enterprises - members of the Association;
- Familiarize the public with the activities of companies- members of the Association and their role in the economic life of Ukraine;
- Organizing informational, methodological assistance for members of the Association;
- Promote implementation of the antimonopoly laws in the sphere of the production of electricity from renewable (alternative) energy sources;
- Establishment of mutual trust, reliability, decency and business partnership relations between producers of electricity and its consumers;
- Providing power generating companies of the Association with the information about laws and regulations, projects, initiatives of state and government, as well as a regulator in the energy sector on matters relating to the production of electricity from renewable (alternative) energy sources;
2.7. To achieve these objectives the Association:
- Aims the adoption of its comments and proposals of the Verkhovna Rada of Ukraine, the Government during the consideration of draft laws and regulations relating to the production of electricity from renewable (alternative) energy sources;
- Supports and develops business contacts with the Parliament of Ukraine, the Administration of the President of Ukraine, the Cabinet of Ministers of Ukraine, the regulator in the energy sector, other government agencies and cooperates on the development of the main directions of development of the sector, improving control over the activities of energy companies, tax policy, procedure establishment, provision, payment and calculation of "green" tariff, etc;
- Creates together with relevant educational institutions schools, centers and courses of training and retraining;
- Cooperates with media, holds press conferences, and publishes newsletters and other materials;
- Provides consulting and assistance to members in all matters concerning the activities of companies - Association members, contributes to the work of the Arbitration Court of the Association;
- Independently or in cooperation with other energy market participants organize symposiums, seminars, exchange of experience, facilitates business contacts;
- Examines and disseminates experience giving recommendations for the efficient production of electricity from renewable (alternative) energy sources, and provides assistance to enterprises - members of the Association in the organization of their work;
- Coordinates the activities of enterprises in the common interests of its members;
- Attracts representatives of companies - Association members to participate in events held by public authorities and management to the economy and energy sector.
3. Terms Concerning Coordination Principles of Association Members Economic Activities.
3.1. Association can coordinate the activities of its members only on following issues:
3.3.1. Technical Information and Education of Association members, namely:
3.3.1.1. Explanation objectives of the Association by organizing lectures, discussions, seminars and conferences, appearances in media, consulting, involving local and foreign experts and consultants;
3.3.1.2. Dissemination of science, technical knowledge, best practices on effective technologies, implementation of cost reduction tools and eco-friendly technologies;
3.3.1.3. Formation of training system for its members, the regular publication of information about the Association and its members on industry issues, international experience;
3.3.1.4. Organization of analytical work on management and marketing issues in the markets involved and regular dissemination of the results of this work among members of the Association;
3.3.1.5. Providing methodological assistance for members of the Association during the deficiencies in work or training of the Association members.
3.3.2. Providing information:
3.3.2.1. Collection of data among members of the Association only:
- Production and production capacity;
- Problems arising during Association members’ activities in order to find the best ways to solve them;
- Information that can promote the development of relations and cooperation with the authorities and other organizations;
- Technical Information and Education of Association members, which spread under point 3.3.1.2. and 3.3.1.3.
3.3.2.2. The information collected is distributed in summary form no earlier than one month after its collection and can not be used against members of the Association, competitors or consumers, and include the essential terms of economic activity, prices, commercial strategies of business activity,the spread of which can promote coordination of competitive behavior and opportunities to predict the behavior of other members of the Association, competitors and consumers.
3.3.3. In the field of standardization, namely promoting the efficiency of the industry (commodity market) only through the elaboration, discussion, making proposals for objectively justified kinds of classifications, standards, product quality, operational reliability and safety standards on environmental issues.
3.3.4. Relations with authorities and between the parties, namely:
-Cooperation with authorities only for legal regulation on common rules on the existent commodity market;
- Protect the interests of Association members in government bodies and other organizations both in Ukraine and abroad;
- Assistance to facilitate the admittance for members of the Association to overseas markets.
3.3.5. The Association does not allow therealizationof decisive influence on the economic activity of the founders (members) or their coordination of competitive behavior.
4. Membership.
4.1. The Association is free for admission (exit) of new members (in the text - members and / or participants).
4.2. Association member can be any entity, legal person who develops (plans) and / or operates in the field of renewable (alternative) energy according to the legislation of Ukraine, has the appropriate license and agrees to perform duties laid on her by the founding documents of the Association. Membership in the association carried out on a non-discriminatory basis.
4.3. Members of the Association may be energy generating enterprises of other countries registered in Ukraine due to the law that recognize the Charter of the Association and wish to enter it on the same terms as Ukrainian power generating enterprises. In the application, they submit to the Association basic information and performance indicators and verification activities for the production of electricity from renewable (alternative) energy sources. The Congress of the Association determines the volume of membership fees.
4.4. Members of the Association with an advisory vote can be businesses and organizations that work under a contract with the Association (or created by it) in the interests of power generating companies - members. These companies pay contributions in the manner approved by the Board. Association members with an advisory vote may participate in meetings of the Congress/ Board of the Association and give their oral and or written proposals, but without the right to vote.
Enterprises- and organizations - members of Association retain full economic and financial independence.
4.5. Association members realize their rights, represent their interests and carry out their duties to the Association directly through a company director or authorized representative.
4.6. The admissionto the Association is carried out on the basis of statements prepared on the model approved by the Board and a written acknowledgment of the Charter of the Association.
The decision to admitto the Association adopted by the Board following its approval by the Congress of the Association.
Refusal for admission to the Association does not require justification.
4.7. Membership is terminated only in connection with the exclusion of the Association or member`s exit from the Association.
4.8. The exclusion of a member from the Association occurs in case:
- Member of the Association ceases its activities;
- The competent authority shall withdraw (cancel) the appropriate license issued to the party;
- The participant does not fulfill the requirements stipulated by law, the constitutive documents of the Association.
4.9. The exclusion is made in accordance with the decision of the Board of the Association with its subsequent approval by the Congress of the Association.
4.10. Output carried out by a written statement from an individual member of the Association and by assembly solutions - from corporate member.
5. Members Rights and Obligations.
5.1. Members of the Association are entitled to:
- Elect the governing bodies of the Association and be elected to them;
- Submit proposals to the agenda of the Congress of the Association no later than two weeks before the start of its work;
- Participate in work on documents, that define the main directions of the Association activities, submit to the Association Board proposals aimed at protecting the interests and improving the activities of the Association and companies - members;
- Use intellectual development and material-technical means, as well as services, advices and recommendations provided by the executive body of the Association;
- Receive the support of the Association during the consideration of disputes in state authority and administration, as well as a regulator in the energy sector;
- Voluntarily leave the Association notifying no later than one month;
- Appeal to the court in case of violation of Association confidential information.
Association members have equal rights and obligations.
5.2. Association members must:
- Comply with the Charter, regulations of the Association and implement the decisions taken by the Congress and the Board of the Association;
- Take part in achieving the goals and objectives of the Association;
- Improve efficiency and prestige of power generating companies, their reputation among consumers;
- Develop cooperation between generating companies on the basis of goodwill, mutual respect and support, absolute fulfillment of mutual obligations;
- Pay membership fees and other payments on time;
- Timely and promptly provide the Association on its request the data that do not contain confidential information and independently report about the reorganization of the company, change of its name, address or managers, service managers and phones etc;
- Not disclose any confidential information, even after the completion of their activities in the Association.
6. Association Management and Its Executive Body.
6.1. The Association is managed by:
- The Congress of the Association;
- The Board of the Association;
- The Head of the Association.
6.2. The supreme body of the Association is the Congress.
6.3. Congress meeting is convened by the Board solution: Head of the Board or Headof the Association at least once a year. Notification about convocation of the Congress is to be sent to all members of the Association by mail as registered letter with notification or delivered personally to the authorized representative member of the Association against signature no less than 20 calendar days before the Congress meeting.
6.4. Extraordinary Congress meeting is convened at the request of at least 1/3 of the members of the Association or 2/3 of Board members. This requirement is to be signed by all the initiators of extraordinary Congress meeting specified in this subparagraph Charter, and it is the basis for a notification of all members of the Association in the manner prescribed by paragraphs. 6.3. this Charter.
6.5. Congress meeting considered competent if it is attended by at least 2/3 of the members of the Association.
The decisions of the Congress are taken by a qualified majority 3/4 of those present Association members at the Congress meeting on the following questions:
- Making changes and additions to the Charter of the Association, including by presenting it in the new edition;
- Decision about termination of the Association activities;
The decision of the Congress of the Association on all other matters by a simple majority of those present at the Congress meeting Association members or by poll. The Head of the Association or the Head of the Board of the Association shall send a written request to all members of the Association outlining the issue (issues) agenda, proposed to voting, and drafts of appropriate solutions. The decision is accepted if more than half of the members of the Association gave absolutely positive response on the matter in writing.
6.6. The competence of the Congress of the Association include:
- Making changes and additions to the Charter of Association, including presenting it in the new edition;
- Review and approval of the report, the Head of the Association and the Association of Audit Committee (in the case of its formation);
- The Board makes decisions about the admission of new members to the Association and their exclusion from it;
- Approval of the main activities of the Association and consideration of issues proposed by its members;
- Approval of the size and terms of payment of entrance and membership fees;
- Elected for one year but not more than three timessuccessively, and the Head of the Board and of the Audit Committee (in the case of its formation);
- Decision about the establishment of the Arbitration Court of the Association and the appointment of the Head and judges.
- Delegation of certain of its own powers to the Board or to the Head of the Association.
6.7. All decisions taken by the Board, subject to further approval by the Congress of the Association and shall be valid from the date of its acceptance, even by the time of their approval by the Congress of the Association and lose their force only after the refusal of the Congress of the Association.
6.8. The Board carriesAssociation activities in period between the Congress meetings of the Association, which consists of the Head and eleven members of the Board.
6.9. Association Board:
- Convenes the Congress of the Association, determines the agenda of the Congress meetings, its time and place;
- Introducesto the Congress the draft of the main activities of the Association for the current year;
- Monitors the implementation of decisions of the Congress and approved main activities of the Association;
- Makes decisions about the exclusion ofAssociation members on the grounds and in the manner prescribed in Art. 4 of the Charter;
- All their own decisions, which are subject to further approval by the Congress of the Association, within three (3) business days from their proper registration gives to the Congress for approval;
- Approves the budget for the maintenance of the Association and its executive body;
- Appoints (elects) the Head of the Association, fires him from the post and defines the amount of his base salary;
- Approves according to the Head`s of the Association offer the position of Deputy Head of the Association, identifies current challenges, oversees their implementation;
- Promotes the work of the Arbitration Court of the Association (in the case of its creation);
- Determines the size and order of membership fees payment for members of the Association and members of the Association with an advisory vote, approves the sample application to join the Association.
Members of the Association may delegate their right to represent the interests of the Association Board at the meetings of the Association to another member of the Association Board on the basis of power of attorney, executed in accordance with law.
6.10. The Board of Association shall be convened by the Headof the Board or the Head of the Association not less than two times a year. The Board considered valid, and the decision shall be deemed adopted if it receives at least 2/3 of the members, including the Head of the Board. Board Decision shall be signed by the Head of the Board. In addition, the voting can be conducted by poll. The Head of the Association or the Head of the Association Board sends no later than ten (10) working days therequestin writting by postal means (registered letter with notification) or courier against signature of authorized representative of the member of the Association to all members of the Association Board ( including the Head of the Board) outlining the issue (issues) of agenda, proposed for voting, and the draft of appropriate solutions. The decision in writing (mail communication tool (registered letter with notification) or courier against signature of the Head of the Board or other authorized representatives of Association) no later than 10 (ten) business days after receipt of the notification it is sent to the Association . In addition, in order to expedite the survey the votingvia electronic means (e-mail), followed by registration of this decision in writing (printed) form and signing by members of the Association is allowed.
6.11. The Head of the Association Board:
- Represents the Association in public authorities, public and international organizations;
- Is the authorized representative of national producers of electricity from renewable (alternative) sources and the Association in relations with foreign energy generating enterprises, their associations and other foreign organizations;
- Convene and preside at meetings of the Congress and the meetings of the Association Board;
- Carry out ongoing monitoring of the implementation of decisions made by the Congress and the Board of the Association;
- Make proposals to the Board about the candidates to the position of the Head of the Association;
6.12. The Head of the Association:
- Leads the executive body of the Association;
- Organizes execution of decisions made by the Congress and the Board of the Association;
- Is the executive body of the Association and the Association itself in government and administration, local government, public and international organizations, in relations with foreign partners;
- Notifies the Association members about the time and venue of the Congress and its agenda not later than 20 days before its convocation;
- Manages the funds and property of the Association;
- Forms additional unitsexecutive board required and appoint their leaders;
- Within the framework of the approved budget determines the structure and the payroll of Association employees;
- Makes decisions on admission, dismissal and bonuses of Associationemployees;
- Submitsthe candidates for the post of Deputy Head of the Associationto the Board for approval;
- Concludes contracts on behalf of the Association and acts on its behalf without authorization including receipt of property;
- Opens current and other accounts in banks, has the right of the first signature for monetary settlement documents;
- Keeps Association seals and stamps and affixes their stamp on the Association documents;
- Is responsible for the organization of the Association accounting and tax accounting, document management, payments to the budget, state funds, employees and third parties, and proper use of assets and funds of the Association, compliance of standards of sanitary and epidemiological welfare, fire safety, safety, construction standards and rules of labor legislation and other legal requirements that are set for the Association for a legal entity;
- Provides cooperation with foreign associations in the energy sector and other organizations;
- Submits for the consideration of the Congress proposals for the candidates and the Head and the Arbitration Court Judges of the Association;
- Monthly reports to the members of the Association by sending appropriate written reports of the proper use of membership fees and other cash flows and the results of such use.
The Head of the Association can delegate his rights to the Deputy Head of the Association and other employees of the Association. To ensure the registration and activities of the Association first appointment of the Head of the Association shall be made by founders in decisions concerning the establishment of Association and its Charter registration.
7. Audit Commission.
7.1. The Association can establish Audit Committee, which is elected by the Congress and is accountable only to him. Congress determines the number of members of the Audit Committee and the procedure of its activities.
7.2. The Head of the Audit Committee shall be elected from the Audit Committee members.
7.3. The Commission oversees compliance with the Charterby the Board and theHead of the Association, execution of the Congress decissions, the financial and economic activities of the Association.
7.4. The Audit Committee makes conclusions on annual reports and balance sheets and submits them to the Congress for approval.
8. Finance and Property.
8.1.Association Funds are formed by:
- Fees made by the members of the Association;
- Fees Association receives from accomplishing the events, research, development, etc;
- Income from other organizations;
- Other income derived on grounds not prohibited by law.
8.2. Members of the Association are responsible for its obligations, the Association is not responsible for the obligations of its members.
9. The Tribunal
9.1. Association may create a Permanent Court in accordance with the applicable legislation.
10. Termination of the Association.
10.1. The Association can be terminated through liquidation or reorganization under the decision of the Congress of the Association and on other grounds stipulated by the legislation of Ukraine.
10.2. For accomplishing the liquidation of the Association the Liquidation Commission shall be formed and appointed by the Congress of the Association. Since the appointment of the Liquidation Commission it is empowered to manage the Association.
In case of liquidation of the Association its assets shall be transferred to one or more non-profit organization or credited to income of Association budget, unless otherwise provided by the law.
10.3. Liquidation is completed and the Association is deemed as such entity that has ceased its activities since its exclusion from the State Register.
