LOA Statutes

LOA STATUTES

Lithuanian Association of Optometrists ARTICLES
1. GENERAL
1.1. the Lithuanian Association of Optometrists (formerly known as the Association of Optometrists; hereinafter referred to as the Association of Optometrists) hereinafter referred to as the Association) is a voluntary, non-political and independent public organisation. The Association is established to meet 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 Law on Associations, the and other laws, government resolutions, 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. Abbreviation: LOA. Name Lithuanian Association of Optometrists.
1.5 The Association shall be a public legal person with limited civil liability. The Association shall a current account in one of the banks registered in the Republic of Lithuania. For its obligations The Association shall be liable 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 objectives of the Association, the Constitution of the Republic of Lithuania and other 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, enabling the Association to to facilitate the scientific and professional activities and professional development of the members of the Optometric 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. contribute to the preservation of the health of the population of the Republic of Lithuania and 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 organisations operating in Lithuania and abroad 2. to promote cooperation with other public and professional organisations in other countries 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 development and improvement of the regulations governing optometrists 5.1. to participate in the development of the legislation on optometrists' activities and in the formulation of regulations on the activities of optometrists;
2.2.6. participate in the preparation and implementation of national and international targeted programmes, to improve optometric care for people;
2.2.7. to defend the legitimate professional and social interests of the members of the Association and to represent them at their request in all state and international bodies and organisations;
2.2.8. to establish and maintain relations with Lithuanian and foreign professional, charitable and other organisations organisations.
2.3 The Association shall be entitled to carry out the following economic commercial activities (according to the ECE Rev. 2), which do not conflict with these Statutes and the objectives of the Association and are necessary for the Association to achieve the objectives and tasks of the Association:
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 able-bodied natural persons aged 18 years or over who are optometrists profession or studying it. 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 a written application to the Board of the Association, a copy of his/her educational qualifications, fill in the Association's membership registration card, and upon the decision of the Board of Directors to include the person in the list of members of the Association, shall pay the joining fee the membership fee and shall become acquainted with the Statutes of the Association by signature.
3.3. a member of the Association shall become a member of the Association upon payment of the joining fee and the adoption by the Board of the Association of a decision to include a person in the list of members of the Association.
3.4. the admission, suspension, voluntary withdrawal of a member (by written notice from the member) application to the Board) or expulsion of a member from the Association shall be decided by the Association shall be determined by the Board of Directors. The decision shall be taken by a simple majority (i.e. a majority of those present at the meeting). votes in favour than against) within 30 (thirty) days after the request is received by the Board the date of its adoption by the Board. The decision of the Board to expel a member from the Association may be appealed to the nearest General Meeting of Members.
3.5 Members of the Association may leave the Association at any time. Withdrawal, suspension or suspension of a member In the event of expulsion of membership, the dues paid by the member or other property of the Association funds or property 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 the end of the current year without good cause 1 April;
3.6.2. the member fails to fulfil the duties specified in the Association's Statutes and/or laws, the general the 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 which are contrary to the objectives of the Association, the Articles of Association and/or the Association's constitution, bylaws, or the optometrist's code of ethics.
3.7 The Board of the Association may suspend a person from membership of the Association. During the period of suspension 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 by the General Meeting of Members.
3.9. the members of the Association shall be registered and their professional and contact data shall be kept by the Association by the Board. The roll of members of the Association shall be freely accessible to each member of the Association. without contact and professional data of the members.
3.10. Members of the Association shall have equal rights, irrespective of the level of subscription and membership fees, or make donations to the Association.
3.11. Rights of Members:
3.11.1. participate in the general meetings of the Association with a casting vote.
Irrespective of the amount of the membership fee paid, each member at the meeting shall have one casting vote. A member whose membership of the Association is suspended shall have no vote voting rights in the decisions of the General Meeting;
3.11.2. to have access to the Association's operational documents and to receive all information held by the Association information on its activities;
3.11.3. to participate in events organised by the Association, to use the facilities provided by the Association participate in the services offered 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 for Board and/or General Meetings of Members agenda;
3.11.7. in accordance with the procedures established by the Association, consistent with the law and the objectives of the Association use the resources 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 carry out the duties of the Board of Directors of the Association, the President of the Association and the General Meeting of Members decisions;
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 a manner that is consistent with integrity, transparency, fairness, accountability and ethics principles of fairness and accountability, especially in situations where there is no clear regulation;
3.12.9. provide the Association with accurate and complete information necessary for the purposes and objectives of the Association for the implementation of the Association's objectives and functions.
In the event of a change of name of a member of the Association, contact details (email, residential address or telephone number) the name or address of the member) within 5 (five) calendar days, inform the Association in writing of the change the Board of Directors;
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 submitted by the President of the Association and the Board of Directors for amendments to the Statutes 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 subscriptions and the amount of the annual subscriptions of the members of the Association, their payment procedure and periodicity; 4.2.5. within 4 (four) months of the end of the financial year, hear and approve the Association's the annual financial statements of the Association prepared by the President and audited by the Auditor the Association's annual accounts, the report on the Association's activities prepared by the President of the Association, the report of the Board of Directors the report on the activities of the Board prepared by the Board; 4.2.6. take a decision on the restructuring and dissolution of the Association (reorganisation or 6;) 4.2.7. decide on the establishment and operation of other legal entities, branches and representative offices (d) decide on the establishment and dissolution of branches and subsidiaries of other legal persons or on becoming a participant in other legal persons 4.2.8. approve the regulations of the branches and representative offices of the Association; 4.2.9. decide on the change of the registered office of the Association; 4.2.10. hear the auditor's report on the annual activity report of the Head of the Association; 4.2.11. decide on other matters provided for in the Law on Associations and the Statutes of the General Meeting of Members 11.11. matters falling within the competence of the General Meeting of Associations, if they are not within the competence of others under the Law on Associations The following shall be added to the list of matters which are not within the competence of the Association Bodies and which are not essentially functions of the governing 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, no later than within 4 months after the end of the calendar year. The General Meeting of the Members of the Association shall be convened meeting, its place, time and agenda at least 15 (fifteen) days in advance calendar days before the date of the meeting shall be announced in the publication published by the State Enterprise Centre of Registers in the electronic publication "Public Announcements of Legal Entities", as well as the members shall be notified of their members by e-mail to the e-mail address provided to the Association; the meeting may be additionally announced on the Association's website, if the Association has one. If, within the time limits laid down in these Statutes the Board does not convene an ordinary general meeting of members, the meeting shall be convened by the Association by the President.
4.4 An Extraordinary General Meeting may be initiated by the Board of Directors, the President of the Association, and as well as by an initiative group consisting of at least 1/5 of the members of the Association by submitting in writing an application to the Board for the convening of a meeting, which shall specify the purpose of the meeting the initiators, reasons and objectives, the proposed date and time of the meeting, draft decisions on the proposed the proposed matters, together with draft documents relating to the proposed matters. If, within 30 (thirty) calendar days after receipt of the application, the Board of Directors of the Association does not convene a general meeting the persons having the right of initiative to convene the meeting shall be entitled to to convene a meeting in accordance with the procedures and time limits set out in these Statutes.
4.5 The agenda of the General Meeting of Members shall be prepared by the Board of the Association or, in the case of Clause 4.4 of the Statutes in the cases referred to in Article 4.4 of the Articles of Association, the meeting shall be convened by the persons having the right of initiative to convene the meeting the persons having the right to initiate the meeting, the persons convening the meeting. The following shall be proposed by the initiators of the General Meeting of Members Items proposed by the initiators of a general meeting shall be included in the agenda of the meeting, provided that such items are in accordance with the the competence of the meeting. The agenda of a general meeting may be supplemented by by the Board of the Association, the President of the Association, as well as by a steering group composed of at least not less than 1/5 of the members of the Association. A proposal to supplement the agenda shall be submitted in writing or by electronic by means of electronic or written communication and shall be accompanied by draft decisions on the proposed items. If the agenda of the General Meeting of Members provides for the recall of members of the bodies of the Association, the following shall be included the agenda shall accordingly include the election of new members to these bodies of the Association matters. The agenda shall be supplemented if a proposal is received not later than 10 working days before before the General Meeting of Members. If the agenda for a general meeting of members as set out in has been added to the agenda of the general meeting, the additions shall be notified to the members of the Association shall be notified to the Associations in the same manner as the convening of the general meeting, no later than 5 working days before the general meeting. At the reconvened general meeting The agenda of the general meeting which has not been held shall only be valid for the reconvened general meeting.
4.6 A general meeting of the Members of the Association may take decisions if at least 1/2 of the members of the Association. A decision of the General Meeting shall be deemed to have been adopted when it has been the number of votes cast in favour of the resolution is greater than the number of votes cast against it (persons voting abstentions shall not be counted, i.e. they shall be deemed not to have voted), except for decisions on the amendment of the Statutes or on the reconstitution or dissolution of the Association. For these decisions require at least 2/3 of the members of the Association present at the meeting votes
4.7 If a quorum is not present at a General Meeting, the Board of the Association shall, not later than one month after shall convene a reconvened meeting of the members, which shall have the right to take decisions at the meeting that has not been held on the agenda of the meeting, regardless of the number of attendees at the reconvened meeting members of the Association.
4.8 A general meeting of Members may be convened without complying with the time limits set out above if, with at least 2/3 of the Association agrees in writing (by signature or e-mail) members.
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. A maximum of 2 members of the Association may be represented. For others Members of the Association shall have the number of votes equal to the number of Members of the Association they represent.
4.10. Voting is open. On those matters on which at least 1/2 of those present at the meeting of the meeting request a secret ballot, a secret ballot shall be compulsory.
4.11. A general meeting of Members may be convened by a decision of a court if it has not been convened in accordance with the procedure laid down in the Statutes and a member of the Association or its governing body has applied to the court. The President of the Association.
4.12.The President shall organise and carry out the activities of the Association, shall be the sole representative of the Association and shall be responsible for The President of the Association, elected by the General Meeting of Members. The President of the Association shall take office from the date of his/her election, provided that the decision on his/her election is not otherwise provided for. The President of the Association shall act independently and in accordance with the following the laws of the Republic of Lithuania, legal acts, these Statutes, the General Meeting of Members and decisions of the Board. The President of the Association may at the same time hold the office of a member of the Board and/or as Chairman of the Board.
4.13.Functions of the President of the Association:
4.13.1. recruit, dismiss, contract and assign staff appointing, dismissing, dismissing, removing, dismissing, dismissing, granting promotions and penalties to employees;
4.13.2. prepare and submit to the General Meeting for approval the annual financial statements of the Association annual financial statements and activity report of the Association;
4.13.3. organise the publication of public information required by law;
4.13.4. publish the agenda for Board meetings and the General Meeting of Members, prepare and prepare, prepare and present the agenda and 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 sign and sign documents of the Association;
4.13.8. to represent the Association before the state, government and governing bodies, including 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 to protect the property of the Association, damage caused to the Association recovery from the persons responsible;
4.13.11. to propose to the General Meeting of the Association amendments or additions to the Statutes;
4.13.12. to submit the Association's data, information and documents to the Register of Legal Entities to the Registrar;
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 of the Association financial documents;
4.13.16. to carry out such other duties as may be prescribed by law, the Statutes and the Staff Regulations functions arising from the activities of the Association;.
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 must, no later than 20 days after the resignation 20 days after receipt of the notice of resignation, convene a general meeting of the members of the Association, the agenda of which shall include 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 take a decision to remove the President of the Association, the President of the Association shall expire on the day following the meeting of the Members of the Association, and in the absence of a meeting of the Members of the Association, on the following day the day following the date of a reconvened meeting of the 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 be composed of 5 members, elected by 3 (three) years by decision of the General Meeting of Members. Members of the Board may not be members of other associations whose activities and/or objectives are identical or similar to those of the Association members of the governing bodies.
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. Board The Chairman of the Board may be the President of the Association at the same time.
4.17. A member of the Board may resign before the end of his/her term of office by giving written notice the Board of the Association at least 14 calendar days in advance.
4.18. The Board shall act in accordance with the law, these Statutes, the General Meeting of the Association decisions of the General Meeting of the Association.
4.19. Members of the Board may be natural persons - members of the Association. Members of the Board and the Board The number of terms of office of the members of the Board of Directors and of the Chairman of the Board of Directors shall not be limited.
4.20. Functions of the Association's Board:
4.20.1. analyse the Association's performance, the use of financial resources, tax (a) analyse and report on the financial and financial resources, audits and inspections, inventories and other records of value proposals on these issues to the General Meeting of Members and the President of the Association;
4.20.2. to consider questions raised by members of the Board, members of the Association and the President of the Association questions and proposals;
4.20.3. to determine the organisational structure of the Association's administration and the positions of its staff, approve the salary levels of the administrative staff;
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 for the next membership to present it to the General Meeting of Members at its next meeting;
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 admission, suspension, expulsion and questions of withdrawal of membership from the Association;
4.20.10.propose to the General Meeting of the Association amendments or additions to the Statutes;
4.20.11.take decisions on the purchase, transfer, lease, ownership of real estate in matters of restriction of ownership;
4.20.12.to deal with other matters arising in the activities of the Association, as well as those raised by the President of the Association .
4.21.The Board of the Association shall take its decisions at its meetings. Meetings of the Board shall be organised by by the Chairman of the Board. A meeting shall be valid if at least four members of the Board are present There shall be four or four members of the Board. Decisions shall be taken by a simple majority of votes (more for than against). Board members 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 and shall be elected for a period of 3 (three) years for a period of 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 statements of the Association report and other accounting and financial documents.
4.25.The Auditor shall carry out other inspections of the activities of the Association on the instructions of the General Meeting and shall report to the General Meeting.
4.26.The Board of the Association and the President of the Association shall provide the Auditor with all the information requested by the Auditor documents of the Association.
5. THE USE OF THE ASSOCIATION'S FUNDS AND INCOME AND THE ASSOCIATION'S ACTIVITIES CONTROL PROCEDURES
5.1 The funds of the Association shall consist of:
5.1.1. joining fees, membership fees and earmarked contributions;
5.1.2. donations from natural and legal persons, charitable organisations and charitable foundations funds and/or assets;
5.1.3. donations from non-state organisations, international public organisations funds;
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. donations, gifts or targeted programmes from international public organisations funds and assets donated or transferred to specific purposes;
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 donations, as well as other funds and other assets received in kind for the purposes specified by the person who gave them, provided that the person has 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, including by donation, inheritance or any other lawful manner.
5.5 Upon the dissolution of the Association, the assets and funds remaining after the satisfaction of all the requirements of the dissolved Association the claims of the creditors of the dissolved Association, and the settlement of the claims of the persons who have been employed under employment contracts, shall be transferred to to another or other associations whose objectives are similar to those declared by the winding-up Association the objectives of the dissolved association, or, if there are no such associations, to other public or charitable organisations, and charitable and relief foundations.
5.6 The President of the Association shall, within 2 months of the end of the financial year, submit to the the auditor of the Association for the preceding calendar year.
5.7. the financial activities of the Association shall be audited after the end of the calendar year by The auditor of the Association, or an auditor or audit firm elected by the General Meeting of Members.

6. ASSOCIATION NOTICES AND ANNOUNCEMENTS
6.1 Where notices and announcements of the Association are required by law to be public, they shall shall be published in the electronic publication "Public Announcements of Legal Entities" published by the State Enterprise Centre of Registers notices.
6.2. decisions and notices of the bodies of the Association and other necessary information shall be sent to the Association to the members by e-mail, with a note that the original will not be sent, except for the purposes of these Statutes exceptions).
6.3 Members of the Association shall have access, on written request, to the approved minutes of the general meeting and of the Board of Directors. The documents of the Association, their copies or other information shall be made available to 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 close them, and to appoint and dismiss branches and representative offices The appointment and removal of the heads of branches and representative offices shall be made and the regulations of the branches and representative offices shall be approved by the General Meeting of Members.

8. PROCEDURE FOR AMENDING THE STATUTES OF THE ASSOCIATION 8.1 The decision to amend the Statutes of the Association shall be taken by the General Meeting of Members, and proposals for amendments to the Statutes shall be made by the amendments to the Articles of Association may be proposed to the General Meeting of Members by the President of the Association, the Board of or a steering group consisting of at least 1/5 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. Meeting of the Associations. Decisions on amendments and additions to the Association's Statutes shall be adopted by 2/3 of the votes of the members present at the General Meeting.
8.3. when the General Meeting of Members decides to amend the Statutes of the Association, a full the text of the amended Statutes and shall be signed by the President of the Association or another member of the General Meeting authorised by the General Meeting. The matters of the Association's activities not covered by these Statutes shall be settled by the laws of the Republic of Lithuania in accordance with the procedure laid down by law. In the event of any conflict between these Statutes, the laws of the Republic of Lithuania shall prevail provisions.
These Statutes were approved by the General Meeting of Members held on 3 March 2019. Vilnius, Lithuania.