LOA Statutes

LAO LAWS

Lithuanian Optometric Association STATUTES
1. GENERAL
1.1 The Lithuanian Association of Optometrists (formerly known as the Association of Optometrists; hereinafter referred to as the Association) is a voluntary, non-political and independent public organisation. The Association is established for the implementation of the common needs and objectives of the members of the Association, not contradicting the Constitution and laws of the Republic of Lithuania.
1.2 The Association shall act in accordance with the Constitution of the Republic of Lithuania, the Civil Code, the Laws on Associations and Other Laws, Government Decrees, and Other Legal Acts, and shall base its activities on its statutes.
1.3 The legal form of the Association shall be Association.
1.4 Name of the Association: the Lithuanian Optometric Association. Lithuanian Association of Optometrists.
1.5 The Association shall be a public legal person with limited civil liability. The Association shall have a current account with one of the banks registered in the Republic of Lithuania. The Association shall be liable for its obligations with all its assets. The Association shall not be liable for the obligations of its members.
1.6 The Association may join other national or international organisations whose aims and activities do not contradict the aims of the Association, the Constitution of the Republic of Lithuania and other legal acts of the Republic of Lithuania.
1.7 The duration of the Association shall be unlimited.
1.8 The financial year of the Association shall coincide with the calendar year.
2. PURPOSE, FIELDS AND TYPES OF ACTIVITY OF THE ASSOCIATION
2.1 The main objectives of the Association are:
2.1.1. to bring together and unite the optometric profession by facilitating the scientific and professional activities and professional development of the members of the Association;
2.1.2. coordinate the activities of the members of the Association;
2.1.3. to represent and defend the professional interests of the members of the Association who are members of the optometric profession;
2.1.4. to contribute to the preservation of the health of the population of the Republic of Lithuania and to organise public education activities in the field of sight preservation;
2.1.5. to actively participate in the development of Lithuanian optometric care attitudes and traditions;
2.1.6. to provide for the professional development of the members of the Association;
2.1.7. to summarise and disseminate the experience of its members;
2.1.8. promote cooperation with other public and professional organisations operating in Lithuania and abroad.
2.2 In order to achieve its main objectives, the Association intends to fulfil the following tasks:
2.2.1. actively participate in the public life of the Republic of Lithuania;
2.2.2. publish methodological guidelines, newsletters and articles;
2.2.3. organise seminars, conferences, exhibitions, excursions;
2.2.4. to organise, where possible, internships for optometrists in Lithuania and abroad;
2.2.5. actively participate in the drafting and development of legislation governing the practice of optometrists and in the formulation of regulations for the practice of optometry;
2.2.6. participate in the development and implementation of national and international targeted programmes to improve optometric care;
2.2.7. to defend the legitimate professional and social interests of the members of the Association and to represent them, at their request, before all governmental and international bodies and organisations;
2.2.8. to establish and maintain contacts with Lithuanian and foreign professional, charitable and other organisations.
2.3 The Association shall have the right to carry out the following economic and commercial activities (according to EVK Rev. 2), which do not contradict these Statutes and the objectives of the activities specified therein and are necessary for the achievement of the Association's objectives and tasks:
2.3.1. printing and reproduction of recorded media (18) ;
2.3.2. manufacture of medical and dental appliances, instruments and supplies (32.50); 2.3.3. retail sale of optical goods (47.78.40);
2.3.4. publishing of books, periodicals and other publishing activities (58.1);
2.3.5. research and development (72);
2.3.6. organisation of meetings and business events (82.30);
2.3.7. other education n.e.c. (85.59);
2.3.8. other human health activities (86.90);
2.3.9. other amusement and recreation activities (93.29);
2.3.10. activities of entrepreneurs, employers and professional membership organisations (94.10).
2.4 The Association shall have the right to make and receive donations and charitable contributions in accordance with the procedure established by law.
2.5 Any natural or legal person may make a donation to the Association, and the Charity and Support
in accordance with the law.
3. MEMBERSHIP OF THE ASSOCIATION, RIGHTS AND OBLIGATIONS OF MEMBERS
3.1 Membership of the Association shall be open to natural persons of the age of 18 years who are able-bodied and who have a qualification as an optometrist or are studying to become one. The minimum number of members of the Association shall be three.
3.2 A person wishing to become a member of the Association shall submit to the Board of the Association a written application, a copy of his/her educational document, fill in the registration card of the Association, and after the decision of the Board of the Association to include the person in the list of members of the Association - shall pay the joining fee and get acquainted with the Articles of Association of the Association by signing.
3.3 A person shall become a member of the Association upon payment of the joining fee and upon the decision of the Board of the Association to include the person in the list of members of the Association.
3.4 The issue of admission, suspension, voluntary withdrawal (by written request of a member submitted to the Board) or expulsion of a member from the Association shall be decided by the Board of the Association. The decision shall be taken by a simple majority (i.e. more votes in favour than against) of the members of the Board present at the meeting within 30 (thirty) days from the date of receipt of the request by the Board. The decision of the Board to expel a member from the Association may be appealed to the next general meeting of members.
3.5 Members of the Association may leave the Association at any time. In the event of resignation, suspension or expulsion of a member, the fees paid by the member or any other funds or assets transferred to the Association shall not be refunded.
3.6 A member of the Association may be expelled from the membership of the Association by a decision of the Board of the Association if:
3.6.1. a Member fails to pay the annual subscription by 1 April of the current year without good cause;
3.6.2. the member fails to fulfil the duties specified in the Articles of Association and/or laws, decisions of the General Meeting of Members and/or the Board of Directors and/or the President of the Association;
3.6.3. the member engages in activities that are contrary to the objectives of the Association, the Articles of Association and/or the Code of Ethics for Optometrists.
3.7 The Board of the Association may suspend a person from membership of the Association. During the period of suspension, the member shall not pay membership fees.
3.8 The amounts of the joining fee, the annual membership fee, and the procedure for their payment shall be determined and amended by the General Meeting of Members.
3.9 The members of the Association shall be registered and their professional and contact data shall be collected by the Board of the Association. The name list of the members of the Association, without contact and professional data of the members, shall be freely accessible to each member of the Association.
3.10 Members of the Association shall have equal rights, regardless of the level of subscription and membership fees paid or the level of support provided to the Association.
3.11. Rights of Members:
3.11.1. participate in the general meetings of the Association with a casting vote.
Each member shall have one casting vote at the meeting, irrespective of the amount of the membership fee paid. A member whose membership of the Association has been suspended shall have no vote in the decisions of the General Meeting;
3.11.2. to have access to the Association's operational documents and to receive all information available to the Association on its activities;
3.11.3. to participate in events organised by the Association and to use the services provided by the Association;
3.11.4. to elect or be elected to the governing bodies of the Association;
3.11.5. make proposals for the activities of the Association;
3.11.6. make proposals to the Board of the Association on the agenda of the Board and/or General Meetings of Members;
3.11.7. to use the resources of the Association in accordance with the procedure established by the Association, in accordance with the law and the objectives of the Association;
3.11.8. be free to terminate membership of the Association by notifying the Board of the Association in writing;
3.11.9. to use the symbols of the Association;
3.11.10. other rights provided for by law and these Statutes.
3.12. Duties of a Member of the Association:
3.12.1. to abide by these Statutes and the decisions of the bodies of the Association adopted on the basis of these Statutes;
3.12.2. to execute the decisions of the Board of the Association, the President of the Association and the General Meeting of Members;
3.12.3. to participate actively in the activities of the Association, to promote its aims and objectives;
3.12.4. pay the prescribed joining and annual membership fees;
3.12.5. to conserve and use the assets of the Association;
3.12.6. comply with the provisions of the Code of Professional Conduct;
3.12.7. to return the membership certificate to the Board of the Association immediately upon termination of membership;
3.12.8. to act in accordance with the principles of integrity, transparency, fairness, accountability and ethics, especially in situations where situations are not clearly regulated;
3.12.9. to provide the Association with accurate and complete information necessary for the implementation of the Association's goals and objectives and the performance of its functions.
If the name, contact details (email, residential address or telephone number) of a member of the Association change, the member shall inform the Board of the Association in writing within 5 (five) calendar days;
3.12.10. any other duties prescribed by law and these Statutes.
4. ORGANS OF THE ASSOCIATION
4.1 The organs of the Association shall be:
4.1.1. a general meeting of members;
4.1.2. the President of the Association shall be the sole governing body of the Association;
4.1.3. the collegiate governing body of the Association - the Board;
4.1.4. the Auditor. General Meeting of Members.
4.2 Competence of the General Meeting of Members:
4.2.1. consider proposals for amendments to the Statutes submitted by the President and the Board of the Association and amend the Statutes of the Association;
4.2.2. elect and remove the members of the Board, the President of the Association and the Auditor;
4.2.3. determine the remuneration of the President of the Association;
4.2.4. determine the amount of joining fees and the amount of annual membership fees of the members of the Association, the procedure and frequency of their payment; 4.2.5. within 4 (four) months from the end of the financial year, hear and approve the set of annual financial statements of the Association prepared by the President of the Association and audited by the auditor, the report on the activities of the Association prepared by the President of the Association, the report on the activities of the Board prepared by the Board of Directors; 4.2.6. make a decision on the reorganization and termination of the Association (reorganization or liquidation); 4.2.7. 4.2.8. approve the regulations of the Association's branches and representative offices; 4.2.9. decide on the change of the Association's registered office; 4.2.10. 4.2.11. decide on other matters falling within the competence of the General Meeting of Members under the Law on Associations and the Articles of Association, if according to the Law on Associations it is not within the competence of the other bodies of the Association and if these are not essentially the functions of the management body. The procedure for convening the General Meeting and for taking decisions. 4.3 The General Ordinary Meeting of Members shall be convened by the Management Board of the Association once a year at the latest within 4 months after the end of the calendar year. The convened General Meeting of Members of the Association, its place, time and agenda shall be announced at least 15 (fifteen) calendar days before the date of the meeting in the electronic publication "Public Announcements of Legal Entities" published by the State Enterprise Centre of Registers, as well as to the members by the e-mail address provided to the Association by their members; additionally, the meeting may be announced on the Association's website, if it has such a website. If the Board does not convene an ordinary general meeting within the time limits laid down in these Statutes, the meeting shall be convened by the President of the Association.
4.4.An Extraordinary General Meeting may be initiated by the Board, the President of the Association, as well as by a steering group consisting of not less than 1/5 of the members of the Association, by submitting to the Board in writing an application for the convening of the meeting, which must specify the initiators, reasons and objectives of the meeting, the proposed date and time of the meeting, draft decisions on the proposed issues, and the drafts of the documents related to the proposed issues. If the Board of the Association does not convene a general meeting within 30 (thirty) calendar days of receipt of the application, the persons having the right of initiative to convene the meeting shall have the right to convene the meeting themselves in accordance with the procedures and deadlines set out in these Statutes.
4.5 The agenda of the General Meeting of Members shall be prepared by the Management Board of the Association or, in the cases referred to in Clause 4.4 of the Articles of Association, by the persons having the right of initiative to convene the meeting - by the persons who convene the meeting. Items proposed by the initiators of the General Meeting must be included in the agenda of the meeting, provided that such items are within the competence of the General Meeting. The agenda of the General Meeting of Members may be supplemented by the Board of the Association, by the President of the Association, as well as by an initiative group consisting of at least 1/5 of the members of the Association. A proposal to supplement the agenda shall be submitted in writing or by electronic means and shall be accompanied by draft decisions on the proposed issues. If the agenda of the General Meeting of Members provides for the recall of members of the bodies of the Association, the agenda shall accordingly include the election of new members to these bodies of the Association. The agenda shall be supplemented if the proposal is received at least 10 working days before the General Meeting. If the agenda of a general meeting as set out in the notice convening the meeting has been supplemented, the members of the Association shall be notified of the additions to the agenda in the same manner as for the convening of a general meeting, at least 5 working days before the general meeting. Only the agenda of the General Meeting that has not taken place shall be valid for the reconvened General Meeting.
4.6 The General Meeting of the Members of the Association may take decisions if at least 1/2 of the Members of the Association are present. A decision of the General Meeting of Members shall be deemed to have been adopted when the number of votes in favour exceeds the number of votes against (abstentions shall not be counted, i.e. they shall be considered as absentees), with the exception of decisions on the amendment of the Articles of Association, the restructuring or the dissolution of the Association. These decisions shall require the votes of at least 2/3 of the members of the Association present at the meeting
4.7 If the quorum is not present at a general meeting, the Board of the Association shall convene a reconvened meeting of the Members not later than one month after the meeting, which shall have the right to take decisions on the items on the agenda of the meeting that did not take place, irrespective of the number of the Members of the Association present.
4.8.The General Meeting of Members may be convened without observing the above mentioned deadlines if at least 2/3 of the members of the Association agree in writing (by signature or e-mail).
4.9 All members of the Association shall have a casting vote at the General Meeting of Members. One member shall have one vote at the General Meeting. A member of the Association may represent other members by proxy. No more than 2 members of the Association may be represented. A member representing other members of the Association shall have the number of votes equal to the number of members of the Association he represents.
4.10. Voting is open. A secret ballot shall be compulsory for those matters on which at least 1/2 of those present at the meeting wish to vote by secret ballot.
4.11. A general meeting of members may be convened by a court decision if it has not been convened in accordance with the procedure laid down in the Statutes and a member of the Association or a governing body of the Association has applied to the court for that purpose. The President of the Association.
4.12.The activities of the Association shall be organised and carried out by the President of the Association, who shall be elected by the General Meeting of the Members and shall represent the Association and shall be responsible for the implementation of the objectives of the Association. The President of the Association shall take office from the date of his/her election, unless otherwise stipulated in the decision on his/her election. The President of the Association shall act independently, in accordance with the laws of the Republic of Lithuania, the legal acts, these Statutes, the decisions of the General Assembly and the Board. The President of the Association may simultaneously hold the position of member of the Board and/or Chairman of the Board.
4.13.Functions of the President of the Association:
4.13.1. recruit, dismiss, contract, promote and discipline staff;
4.13.2. to prepare and submit to the General Meeting of Members for approval a set of annual financial statements and an activity report of the Association;
4.13.3. organise the publication of public information required by law;
4.13.4. publish the agenda of the Board meetings and the General Meeting of Members, prepare and submit the materials necessary for the discussion of the agenda items;
4.13.5. organise voluntary work in accordance with the procedures laid down by the Government;
4.13.6. organise Extraordinary General Meetings;
4.13.7. to represent the Association, to conclude transactions, to sign other documents of the Association;
4.13.8. to represent the Association before the state, government and governing bodies, as well as in cooperation with other natural and legal persons;
4.13.9. open and close the Association's accounts with credit institutions;
4.13.10. to take the necessary measures for the protection of the Association's property and for the recovery of damages caused by the Association from the guilty persons;
4.13.11. to propose to the General Meeting of the Association amendments or additions to the Statutes;
4.13.12. to submit the data, information and documents of the Association to the Registrar of Legal Entities;
4.13.13. implement the decisions of the General Meeting of Members and the Board;
4.13.14. analyse proposals from the Board;
4.13.15. to sign the set of annual financial statements and the activity report, financial documents of the Association;
4.13.16. to perform other functions arising from the activities of the Association as provided for in the legislation, the Statutes and the Statutes;.
4.14. The President of the Association shall have the right to resign by submitting a written notice of resignation to the Board of the Association. The Board of the Association shall convene a general meeting of the members of the Association no later than 20 days after the receipt of the notice of resignation, the agenda of which shall include the removal of the President of the Association and the election of a new President of the Association. If the meeting of the members of the Association does not decide to recall the President of the Association, his/her term of office shall expire on the day following the meeting of the members of the Association, and in the event of failure to do so, on the day following the date of the reconvened meeting of members of the Association. The Board of the Association.
4.15. The Board of the Association shall be the collegial governing body of the Association. It shall consist of 5 members elected for 3 (three) years by decision of the General Meeting of Members. Members of the Board may not be members of the governing bodies of other associations whose activities and/or objectives are identical or similar to those of the Association.
4.16. The work of the Board shall be organised by the Chairperson of the Board, who shall be elected by the Board from among its members. The Chairperson of the Board may also be the President of the Association.
4.17. A member of the Board may resign before the expiry of his/her term of office by giving not less than 14 calendar days' written notice to the Board of the Association.
4.18. The Board shall act in accordance with the legal acts, these Statutes, and the decisions of the General Meeting of the Association.
4.19. Members of the Board may be natural persons - members of the Association. The number of terms of office of a member of the Board and of the Chairperson of the Board is unlimited.
4.20. Functions of the Association's Board:
4.20.1. to analyse the results of the Association's activities, the use of financial resources, data from tax inspections and audits, inventories and other valuables and to make proposals on these issues to the General Meeting of Members and the President of the Association;
4.20.2. to consider questions and proposals raised by members of the Board, members of the Association and the President of the Association;
4.20.3. determine the organisational structure of the Association's administration and the positions of its employees, and approve the salary levels of its employees;
4.20.4. implement the decisions of the General Meeting;
4.20.5. to prepare the programme of activities of the Association for the current period and to present it to the General Meeting of Members at the next meeting of Members;
4.20.6. submit a report on the activities of the Board to the General Meeting for approval;
4.20.7. to organise Association events with the assistance of Association members;
4.20.8. organise ordinary and extraordinary meetings of the General Assembly;
4.20.9. to decide on the issues of admission of members to the Association, suspension, expulsion and withdrawal from the Association;
4.20.10.propose to the General Meeting of the Association amendments or additions to the Statutes;
4.20.11.to take decisions on the purchase, transfer, lease and restriction of ownership of immovable property;
4.20.12.to resolve other issues arising in the activities of the Association and those raised by the President of the Association.
4.21.The Board of the Association shall take its decisions at its meetings. The meetings of the Board shall be organised by the Chairman of the Board. A meeting shall be valid if at least four members of the Board are present. Decisions shall be taken by a simple majority of votes (more for than against). Members of the Board shall have equal voting rights. In the event of an equality of votes, the Chairman of the Board shall have the casting vote. Minutes shall be taken of the meetings of the Board.
Auditor of the Association.
4.22.The Auditor of the Association shall be the financial controlling body of the Association, elected for a period of 3 (three) years.
4.23.The auditor of the Association shall not be a member of the Board of Directors of the Association or the President of the Association.
4.24.The Auditor shall examine and submit for approval to the General Meeting of Members the annual financial report of the Association and other documents of accounting and financial activities.
4.25.The Auditor shall carry out other inspections of the Association's activities on the instructions of the General Meeting and shall report to it.
4.26.The Board of the Association and the President of the Association shall be obliged to submit to the Auditor all the documents of the Association requested by him.
5. PROCEDURES FOR THE USE OF THE ASSOCIATION'S FUNDS AND INCOME AND FOR THE CONTROL OF THE ASSOCIATION'S ACTIVITIES
5.1 The funds of the Association shall consist of:
5.1.1. joining fees, membership fees and earmarked contributions;
5.1.2. donations and/or assets donated by natural and legal persons, charitable organisations and charitable foundations;
5.1.3. donations from non-state organisations, international public organisations;
5.1.4. interest earned by credit institutions on the Association's funds;
5.1.5. funds or assets transferred by natural or legal persons;
5.1.6. bequests to the Association;
5.1.7. the profits of the companies set up by the Association;
5.1.8. funds and assets donated, endowed or transferred by international public organisations for targeted programmes;
5.1.9. income from property lent, leased or transferred to the Association;
5.1.10. income from publishing and other activities of the Association not contrary to the Statutes;
5.1.11. income from events organised by the Association;
5.1.12. other funds legally received.
5.2 The funds and income shall be used for the purposes of the Association.
5.3 The Association shall use the funds received as a donation, as well as other funds and other property received in kind, for the purposes specified by the person who gave them, if the person specified such purposes.
5.4 The Association may own buildings, equipment, vehicles, as well as other property, which may be acquired with funds belonging to the Association, as well as by donation, inheritance or any other lawful means.
5.5 After the termination of the Association's activities, the remaining assets and funds, after satisfying the claims of all the creditors of the dissolved Association, after settling the claims of the persons who have worked under employment contracts, shall be transferred to another or other associations, the purposes of which are close to the declared purposes of the dissolved Association, and, in the case of the absence of any such associations, to other public or charitable organisations and charitable and support funds.
5.6. the President of the Association shall, within 2 months from the end of the financial year, submit to the Auditor of the Association the documents of the financial activity of the previous calendar year.
5.7 The financial activities of the Association shall be audited at the end of the calendar year by the Auditor of the Association, or by an auditor or auditing firm elected by the General Meeting of Members.

6. ASSOCIATION NOTICES AND ANNOUNCEMENTS
6.1. when the announcements and notices of the Association must be public according to the requirements of legal acts, they shall be published in the electronic publication "Public Announcements of Legal Entities" published by the State Enterprise Centre of Registers.
6.2.Decisions and notices of the Association's bodies and other necessary information shall be sent to the Association's members by e-mail with a note that the original will not be sent, except for the cases (exceptions) specified in these Statutes.
6.3 Members of the Association shall have access, upon written request, to the approved minutes of the General Meeting and the Board of Directors. The documents of the Association, copies thereof or other information shall be made available to the members free of charge.

7. PROCEDURES FOR THE ESTABLISHMENT AND CLOSURE OF BRANCHES AND REPRESENTATIVE OFFICES
7.1 The decision to establish branches and representative offices, to terminate their activities, to appoint and dismiss the heads of branches and representative offices shall be taken and the regulations of the branches and representative offices shall be approved by the General Meeting of Members.

8. 8.1 The decision to amend the Statutes of the Association shall be taken by the General Meeting of Members; proposals for amendment or supplementation of the Statutes may be proposed to the General Meeting of Members by the President of the Association, by the Board of Directors, or by a steering group consisting of not less than 1/5th of the Members of the Association
8.2 Amendments and additions to the Statutes of the Association shall be adopted and approved by the General Meeting of the Members of the Association. Decisions on amendments and additions to the Statutes of the Association shall be adopted by 2/3 of the votes of the members present at the General Meeting of Members.
8.3.When the General Meeting of Members adopts a decision to amend the Statutes of the Association, the full text of the amended Statutes shall be drawn up and shall be signed by the President of the Association or by any other person authorised by the General Meeting of Members. The issues of the Association's activities not covered by these Statutes shall be settled in accordance with the procedure established by the laws of the Republic of Lithuania. In case of any contradictions in these Statutes, the provisions of the laws of the Republic of Lithuania shall prevail.
These Statutes were approved by the General Meeting of Members held on 3 March 2019. Vilnius, Lithuania.