Statute URG

«APPROVED»	«APPROVED»
Ministry of Justice of Ukraine	By the Constituent Convention
19 September 2006	of the All-Ukrainian Public Organisation
	UKRAINIAN GUILD OF REAL ESTATE AGENTS
	Certificate № 2529
	as of 6 June 2006

 

Statute
of Ukrainian civil society organization
"Ukrainian Realtors’ Guild "

 

1. GENERAL PROVISIONS

1.1.    The All-Ukrainian Public Organisation "Ukrainian Guild of Real Estate Agents" (hereinafter referred to as "Guild") is an All-Ukrainian public organisation based on unity of interests of Guild members to satisfy, protect and implement their legitimate rights and obligations.
1.2.     The Guild has a full and short name, viz:

- full name: All-Ukrainian Public Organisation "Ukrainian Guild of Real Estate Agents"; short name: APO Ukrainian Guild of Real Estate Agents.

1.3.  The Guild is set up and acts on the principles of independence, voluntariness, equality of its members, self-governance, legality, openness and proactiveness according to the Constitution of Ukraine, the Law of Ukraine "On Associations of Citizens", other regulatory and legal acts of Ukraine, and this Charter.
1.4.  The Guild is a non-profit organisation.
1.5.  The Guild acquires the status of a legal entity at the instance of state registration as established by the law. It has its own name; an independent balance and accounts in banking establishments; seals, an emblem, stamps, and other attributes and symbols whose samples are approved by the Council of the Guild. The symbols of the Guild are registered in compliance with the law of Ukraine.
1.6.  Interference of state bodies and officials with Guild activities, and interference of the Guild with the functioning of state and local self-government bodies, officials and other associations of citizens is inadmissible, except for cases provided for by the law of Ukraine. The Guild bears no liability for the obligations of its members, and the members likewise bear no liability for the obligations of the Guild. The State bears no liability for the obligations of the Guild, and the Guild bears no liability for the obligations of the State.
1.7.  The Guild has rights and bears obligations involved with its activities, and can be a claimant and defendant in court, and in business and arbitration courts.
1.8.  The Guild is formed and functions according to the All-Ukrainian Charter. The activities of the Guild cover the entire territory of Ukraine.
1.9.  Legal address of the Guild: Ukraine, 01030. City of Kyiv, 3 Chapayeva St., apt. 14.

2. OBJECTIVE AND TASKS OF THE GUILD

2.1. The objective of establishing the Guild is to support the operation of a civilised real estate market; and secure safe business conditions for all players in the real estate market, and the development of the real estate business in Ukraine.
2.2. To meet the above objective, the Guild follows the law in force and performs the following t   tasks:

2.2.1    Supports securing in Ukraine of most favourable conditions for the operation of a civilised real estate market, and the development of a market of information and consultancy services in the real estate business.
2.2.2    Attracts to collaboration state, public, trade-union, business and other entities who are focused to an integrated solution of problems in improving the forms and methods of operating in the real estate market.
2.2.3    Supports regulation and coordination of studies in real estate operations, in particular, as to management, appraisal, design, construction, investment, sales and tax policy, mortgage, insurance, privatisation, and exchange operations; and conducting public studies in the real estate market, and acquisition and processing of statistical and analytical information.
2.2.4    Supports privatisation of real estate.
2.2.5    Supports development of data retrieval systems in real estate operations and of the Ukrainian-wide database of entities and objects in the real estate market.
2.2.6    Sets up effective information exchange between the members of the Guild, the participants of its projects and programs, and between other involved structures.
2.2.7    Supports integration of Ukrainian-wide real estate databases into international information networks.
2.2.8    Creates conditions for implementing projects and programs developed by domestic and foreign experts in real estate operations.
2.2.9    Supports development and propagation of new technologies in real estate operations (including regulatory support and software technologies) and their adaptation to specific usage conditions.
2.2.10   Works out samples of documents that govern the relations between entities of the real estate market, and introduces them into day-to-day activities of real estate agents.
2.2.11   Supports professional training of members of the Guild and its partners.2.2.12     Supports development of new methods and devices for accounting, registration and statistics in real estate operations.
2.2.13   Promotes studying worldwide experience and cooperation with similar foreign organisations; and promotes business connections of the Guild and its members with foreign organisations.
2.2.14   Helps the members of the Guild to solve their problems, and study and implement worldwide practice.
2.2.15   Develops and implements systems of measures aimed at prohibition of unfair competition, prevention of disclosure of commercial secrets and committal of other abuse, and violation of ethical and other norms in business relations by real estate market entities.

2.3. To achieve the objective and execute the key tasks, the Guild, in compliance with the law in force enjoys the following rights:

2.3.1     To be a party to civil legal relations, and acquire property and non-property rights.
2.3.2     To represent and defend the Guild's legal interests and the legal interests of its members in state administration and local self-government bodies, judicial institutions, organisations, establishments and enterprises, and their amalgamations.
2.3.3     To support other associations of citizens conceptually, organisationally and materially; and to assist in forming such associations.
2.3.4     To establish institutions and organisations and set up enterprises required for meeting the Charter objectives and executing its tasks.
2.3.5     To establish and/or join international fellowships (unions, associations, and so forth), and to conclude agreements on collaboration and mutual assistance with other associations of citizens, and to become their members.
2.3.6     To obtain information required for achieving its goals and executing its tasks from state administration and local self-government bodies.
2.3.7     To make proposals to administration and governance bodies on settlement of relations between the real estate market entities.
2.3.8     To disseminate information and propagatу the Guild's concepts and goals.
2.3.9     To set up mass media entities.
2.3.10    To publicly appraise drafts of regulatory-legal acts and analyse their regulatory effect on the development of the real estate market, and submit them for public discussion.
2.3.11    To promote improvement of quality of services delivered in the real estate market.
2.3.12    To participate in the organisation and holding of symposiums, conferences, exhibitions, workshops, contests, and lectures to improve the qualification of experts in real estate operations.
2.3.13    To take actions provided for by the law of Ukraine "On Associations of citizens", and other ones not prohibited by the law in force.

3. MEMBERS OF THE GUILD. THEIR RIGHTS AND OBLIGATIONS

3.1. Membership in the Guild can be individual, and honorary and collective.

3.1.1 Individual members of the Guild can be citizens who are no less than 18 years old; legally operate in the real state market and/or have interests related to shaping a civilised real estate market in forms and kinds provided for by the law of Ukraine in force; accept the Charter of the Guild and agree to meet its requirements; strive to secure the objective of the Guild; and pay admission and membership fees.
3.1.2 Honorary members of the Guild can be those members of the Guild who have made major contributions to development of the real estate market and the Guild, and achievement of its objective and Charter tasks.
3.1.3 Collective members of the Guild can be the collectives of enterprises, establishments, organisations and their associations of all forms of ownership, who operate legally in the real estate market and/or have interests related to shaping a civilised real estate market; accept the Charter of the Guild and agree to meet its requirements; strive to secure the objective of the Guild; and who have decided to join the Guild and pay admission and membership fees.

A collective member realises his rights and duties through his representatives.

3.2. Admission to members of the Guild is effected in compliance with the "Provisions of membership in the Guild" approved by the Convention, and it is based on a written application of the candidate for membership in the Guild. Admission takes place as follows:

3.2.1 An Honorary member is recognised at the Convention of the Guild by a simple majority vote;
3.2.2 Individual and collective members are admitted at Local Centres by a simple majority vote with subsequent notification thereof to the Council of the Guild.
3.2.3 Collective and individual members enjoy equal rights.

3.3.  Each collective and individual member of the Guild has one vote.
3.4.  The founders of the Guild are its members.
3.5.  In case of registration of a Local Centre as a legal entity, membership fees are shared between the Local Centres and the central administration of the Guild as 70/30.
3.6.  In case of legalisation of a Local Centre by notification, membership fees are paid to the central administration of the Guild.
3.7.  A member of the Guild has the following rights:

3.7.1  To elect and be elected to the elected bodies of the Guild.
3.7.2  To grant the Guild rights to represent and defend his/her interests.
3.7.3  To participate in sessions of the Convention and other statutory bodies of the Guild personally or by delegation of powers to other persons in compliance with the law.
3.7.4  To participate in discussions on all issues of Guild activities.
3.7.5  To make proposals and participate in discussions on proposals concerning the Guild.
3.7.6. To receive consultation and other assistance that the Guild can give to real estate market entities.
3.7.7. To participate in projects and programs established within the framework of the Guild's activities.
3.7.8. To obtain information on the activities of all statutory bodies and structural units of the Guild.
3.7.9. To use the name and symbols of the Guild in his/her activities.
3.7.10.To cancel membership in the Guild as provided for by this Charter.

3.8 Each Member of the Guild is obliged:

3.8.1.     To take an active part in the activities of the Guild.
3.8.2.     To support the Guild in achieving its objective and executing Charter tasks.
3.8.3.     To meet the requirements of the Guild Charter.
3.8.4.     To meet obligations as per contracts concluded within the Guild; and follow the decisions of the Guild's management, and comply with the President's orders.
3.8.5.     To timely pay admission and membership fees.
3.8.6.     To follow the Code of Ethics of the member of the Guild.
3.8.7.     To improve the Guild's activities, and to consolidate its prestige.

3.9. Membership in the Guild is cancelled by voluntary withdrawal or expulsion from members of the Guild.

3.9.1. Withdrawal from members of the Guild can be voluntary by submitting an application to the Local Centre. If a Local Centre is absent, the application is submitted to the Council of the Guild as per the "Provisions on Membership in the Guild".
3.9.2  The Local Centre expels members of the Guild. If a Local Centre is absent, the Council of the Guild does the same by simple majority vote.
3.9.3  Should a member of the Guild disagree with the decision of the Local Centre or the Council of the Guild on his/her expulsion from the members of the Guild, he/she can appeal to the supreme statutory body of the Guild.

3.10. The reasons of expulsion from members of the Guild are as follows:

■   Violation of Charter requirements; and
■   Actions that harm the interests of the Guild.

3.11 The procedure of admission to membership in the Guild and cancelling of membership in the Guild, and the procedure of transferring accounting documents between Local Centres and the Council of the Guild is specified in the "Provisions on Membership in the Guild", which is approved by the Convention of the Guild.

4. CONVENTION OF THE GUILD

4.1. The supreme governing body of the Guild is the Convention of the Guild (hereinafter referred to as Convention). All the members of the Guild take part in the Convention. The Council of the Guild convokes the Convention no less than once a year by addressing or another way of informing the members of the Guild, which is approved by the Convention. The members of the Guild are informed of the convocation and agenda of the Convention no later than a month prior to its convocation.
4.2. The Extraordinary Convention of the Guild is convoked on the initiative of the Council, the President of the Guild, the Auditing Commission, or by demand of one-quarter of the members of the Guild.
4.3. The Convention of the Guild is qualified if the total number of members of the Guild or their representatives in attendance is minimum 60 % of the total number of Guild members.
4.4. Should the Council decide to elect delegates to the Convention, it is deemed qualified if its delegates represent minimum two-thirds of the total number of members of the Guild. The quota of delegates' representation is determined by decision of the Council of the Guild, and it is informed to the members of the Guild in the announcement on convocation the Convention.
4.5. The delegates to the Convention are elected by Local Centres at General Meetings.
4.6. All decisions are adopted at the Convention by voting and they are deemed adopted if more than one-half of the attending members of the Guild (delegates) voted for these decisions, except for issues related to making revisions and amendments to the Charter, and reorganisation and liquidation of the Guild.
4.7. Decisions of the Convention on making revisions and amendments to the Charter, and reorganisation and liquidation of the Guild are deemed adopted if such decisions are voted by a minimum of three-quarters of the members of the Guild (delegates) attending the Convention.
4.8. Voting at the Convention is based on the principle: each individual and each collective member of the Guild has one vote.
4.9. The competence of the Convention of the Guild covers the following:

4.9.1 Identifying and approving the lines of activities of the Guild.
4.9.2 Approving the Charter of the Guild; and making revisions and amendments thereto and to the Provisions on the Local Centre of the Guild.
4.9.3 Approving the "Provisions on Membership in the Guild", the provisions on commissions and committees of the Guild, and provisions on Local Centres.
4.9.4 Exercising title to property and finances of the Guild.
4.9.5 Electing the members of the Council of the Guild.
4.9.6 Electing the President and Vice-Presidents of the Guild, committees and commissions, the Audit Commission of the Guild, and hearing their reports.
4.9.7 Approving the annual budget, and the income and cost estimate.
4.9.8 Recognising Honorary members and adopting decisions on cancelling honorary membership.
4.9.9 Approving the admission and membership fees of the Guild.
4.9.10Approving programs and projects of the Guild
4.9.11Approving provisions on funds-in-trust, central and other funds.
4.9.12Adopting decisions on reorganisation or liquidation of the Guild, and assigning the liquidation commission (closure commission, etc.).

4.10. The exclusive authority of the Convention covers issues specified in items 4.9.2 and 4.9.12 of the Charter. Powers not related to the exclusive authority of the Convention of the Guild can be delegated to the Council of the Guild and the President.
4.11. Decisions on making revisions and amendments to the Charter of the Guild; alienation of property of the Guild to fifty percent and more; and liquidation of the Guild are adopted by a minimum of 3/4 of votes, unless otherwise provided for by the law.

5. THE COUNCIL OF THE GUILD.

5.1. In the interim between Conventions, the governing body of the Guild is the Council of the Guild (hereinafter referred to as Council) that acts within the scope of activities adopted by the Convention. The Council is a body that executes regulatory and monitoring functions of the Guild.
5.2. The Council's members are the President and the Vice-President of the Guild; the Honorary members of the Guild; the Heads of Local Centres, and committees and commissions of the Guild whose members are elected at the Convention.
5.3. The Council is headed by the President of the Guild elected according to the Charter.
5.4. The Heads of Local Centres have the following number of votes at Council meetings:

■ one vote if the number of members of a Local Centre is within 60; and
■ one vote for every 60 members if the number of members of a Local Centre is over 60.

5.5. The meetings of the Council of the Guild are held as required though no less than once a quarter. They are qualified if the attendance is no less than two-thirds of the number of Council members.
5.6. The decisions of the Council of the Guild are adopted by a simple majority of votes of attending members. Each Council member has one vote. Should the votes split, the President's one shall be decisive.
5.7. Each member of the Council of the Guild can delegate his participation in Council meetings to another member of the Guild in compliance to the law in force.
5.8. The authority of the Council of the Guild covers the following:

5.8.1.  Works out the strategy and key lines of Guild activities, and submits them for approval by the Convention of the Guild.
5.8.2.  Pursuant to decisions of the Convention, forms the Guild regional strategy and tactics.
5.8.3.  Works out professional conduct standards and Codes of Ethics of the member of the Guild.
5.8.4.  Initiates and supports elaboration and implementation of projects and programs of the Guild.
5.8.5.  For approval by the Convention of the Guild, submits the annual budget, the Guild's income and cost estimate, the amount and procedure of receipts of admission and membership fees, purpose and other contributions.
5.8.6.  Makes decisions on opening new Local Centres and approves the provisions on their activities; setting up enterprises and organisations with legal entity rights, and approves their Charters (Provisions), and samples of seals and stamps.
5.8.7.  Makes decisions on the Guild's joining of associations of public organisations.
5.8.8.  Makes decisions on participation of the Guild in establishing international public (non-government) organisations (or joining them), or their associations.
5.8.9.  Works out the "Provisions on Membership in the Guild" and submits them for approval by the Convention, and monitors their execution.
5.8.10. Should a Local Centre be absent, admits to individual membership of the Guild and expels from the Guild according to the "Provisions on Membership in the Guild".
5.8.11. Establishes the Commission of Appeals of the Guild and approves its Provisions.
5.8.12. Specifies the representative norms and procedure of electing delegates to the Convention of the Guild.
5.8.13. Approves the following samples: symbols, seals, stamps and other attributes of the Guild.
5.8.14. Works out the "Provisions on the Local Centre of the Guild" and submits them to the Convention of the Guild for approval.
5.8.15. Makes decisions on setting up funds-in-trust and centralised funds from the fees of the members of the Guild and other resources.
5.8.16. Convokes the Convention of the Guild.
5.8.17. Works out and implements the current policy of the Guild.
5.8.18. Works out and implements routine plans of the Guild.
5.8.19. Monitors the financial and business activities of the Guild.
5.8.20. Drafts documents required for holding the Convention of the Guild.
5.8.21. Makes decisions on establishing the Expert Council, and committees and commissions of the Guild.
5.8.22. Approves committee members on presentation of committee Chairpersons.
5.8.23. Nominates a candidate for Presidency.
5.8.24. Makes decisions on the quota of representation of members of the Guild or delegates at the Convention.

5.9. Council members work in this body without remuneration. Expenditures incurred by executing statutory duties in the Council can be compensated for from the funds of the Guild by decision of the Council.

6. THE PRESIDENT OF THE GUILD

6.1. The President of the Guild is elected by the Convention of the Guild for one year without the right to re-election for another term.
6.2. The President of the Guild acts in the name of the Guild without proxy as provided for by the Charter, and decisions of the Convention and Council.
6.3. The authority of the President of the Guild covers the following:

6.3.1.    Heads the Guild and also is a member of the Council of the Guild and manages its affairs; and presides at the Convention of the Guild and Council meetings; and calls Council meetings.
6.3.2.    Plans and manages Council activities.
6.3.3.    Represents the Guild in dealings with state, public, non-commercial and other organisations both in Ukraine and beyond.
6.3.4.    Signs in the name of the Guild any documents related to its activities, including financial ones.
6.3.5.    Ensures general Guild management.
6.3.6.    Presents candidates of Heads of committees and commissions for approval by the Council of the Guild.
6.3.7.    Has the right to convoke the extraordinary Convention of the Guild.
6.3.8.    Nominates the candidate for the Executive Director.
6.3.9.    Performs other functions required for effective management of the Guild.

6.4. The ex-President is the Honorary Member of the Guild.

7. VICE-PRESIDENT

7.1.   By Council's representation, the Convention elects two Vice-Presidents for effective operation.
7.2.   The first and second Vice-Presidents are members of the Council, and have authorities specified by the President and Council of the Guild.
7.3.   The Vice-Presidents are elected by the Convention of the Guild for a one-year term.

8. EXECUTIVE DIRECTOR. EXECUTIVE MANAGEMENT

8.1   The Executive Management is an administrative and executive body of the Guild. It is established for managing day-to-day Guild activities.
8.2.  The number and personal composition of the Executive Management is determined by presentation of the Executive Director and decision of the Council.
8.3.  The Executive Director heads the Executive Management. The Council or Convention approves the candidacy of the Executive Director by presentation of the President. The Executive Director is discharged by decision of the Council.
8.4.  The Executive Director manages the financial and business activities of the Guild.
8.5.  The Executive Director has authorities defined by the Charter, and the decisions of the Convention, Council and President. The President can delegate part of his authority to the Executive Director by proxy.

9. AUDIT COMMISSION

9.1.  The Audit Commission of the Guild checks the statutory and financial activities of the Guild. The Audit Commission is elected by the Convention of the Guild for one year, and its number is no less than three persons. The Audit Commission reports to the Convention of the Guild.
9.2.  The Head of the Audit Commission manages the Audit Commission of the Guild. The members of the Audit Commission elect the Head among its members.
9.3.  The Audit Commission of the Guild:

9.3.1. Reports to the Convention.
9.3.2. Checks the financial and business activities of the Guild. The Guild can attract outside auditing agencies and public accountants for checking and annual financial reporting. The auditing findings can serve as a basis for the work of the Audit Commission.

Checks for proper application and keeping of money and material values.
9.3.3.Receives pertinent documents and information from the officials of the Guild.
9.3.4.Based on audit findings, submits proposals to the Convention.
9.3.5 Initiates convocation of an extraordinary Convention in case of violations in financial and business activities of the Guild.

9.4. The members of the Audit Commission can participate in the meetings of other bodies of the Guild with the right of deliberative vote.

10. LOCAL CENTRES

10.1.  The members of the Guild are associated in Local Centres. They are established voluntarily by members of the Guild according to place of residence or business, provided there is no less than three members.
10.2.  One Local Centre can be set up in one location. A Local Centre established in the Oblast Centre has the status of an Oblast one.
10.3.  Local Centres function to provisions adopted by their governing bodies. The Council of the Guild approves these provisions. The provisions shall not contradict the law in force and the Charter of the Guild.
10.4.  A Local Centre can be legalised without concession of the status of a legal entity by notification on establishment as to the law in force or by registering the Local Centre with a legal entity status.

11. PROCEDURE OF APPLICATION OF FUNDS AND UTILISING OTHER PROPERTY OF THE GUILD.

REPORTING AND MONITORING

11.1.  For its statutory activities, the Guild can own (dispose of, apply and utilise) funds and other property.
11.2.    The sources of receipt of funds and acquiring other property of the Guild are as follows:

■        Admission and membership fees, and purpose contributions of the members of the Guild in the form of money or property;
■        Donations of legal entities of Ukraine and other countries, citizens of Ukraine, foreign citizens and stateless persons;
■        Funds and other property transferred to the Guild by founders and the state; and
■        Other receipts provided for by the law of Ukraine "On Associations of Citizens".

11.3.  The Guild independently establishes and controls, pursuant to this Charter, the amount, and procedure of receipt and application of funds and disposal of property owned by the Guild.
11.4.  The Guild can own material values, securities, buildings, structures, and other property and funds required for Guild functioning. The value of the contribution is defined at the time of its transfer to the Guild.
11.5.  The funds of the Guild are applied for the following:

Achieving the program objectives and executing the statutory tasks of the Guild;

Allowance for the staff and logistical support of the Guild, and for charity; and

For other purposes pursuant to the law of Ukraine.
11.6.  The Guild maintains day-to-day and standard accounting, and statistical reporting. The Guild shall be registered with the State Tax Administration and make budget payments as provided for by the law.
11.7.  The State monitors Guild activities via state agencies as provided for by the law of Ukraine.
11.8.  To meet statutory objectives and execute tasks, the Guild can run its business only by setting up cost accounting organisations and enterprises as provided for by the law in force.

12. PROCEDURE OF MAKING REVISIONS AND AMENDMENTS TO THE CHARTER

12.1.  The Convention adopts decisions on making revisions and amendments to the Charter.
12.2.  The revisions shall be registered with the state as provided for by the law in force.

13. SUSPENSION OF ACTIVITIES

13.1.  The activities of the Guild can be suspended by reorganisation (merger, affiliation, separation, and conversion) or liquidation.
13.2.  The activities of the Guild can be suspended by resolution of the Convention of the Guild or by a court decision in cases provided for by the law.
13.3.  To resolve all issues on liquidation of the Guild, a liquidation commission is established. It is elected by decision of the Convention or court bodies.
13.4.  The procedure of liquidation of the Guild shall comply with the law of Ukraine.
13.5.  During liquidation, the Guild transfers funds and other property to another non-profit organisation of relevant form. In cases provided for by legislative acts, the funds and property are transferred to the state budget by court decision.