Ukrainian Society of Cell Biology
of All-Ukrainian Public OrganizationUkrainian Society of Cell Biology
1. GENERAL PROVISIONS.
1.1. All-Ukrainian Public Organization Ukrainian Society of Cell Biology (hereinafter referred to as the Society), is a voluntary and self-governing scientific-public organization of scientists, instructors, post-graduate students and other citizens of Ukraine, established to satisfy its public and scientific interests in the field of cell and molecular biology, biotechnology and in related fields of science, education, medicine, agriculture, food industry, etc.
1.2. The society is established and functions in accordance with the Constitution of Ukraine, the Laws of Ukraine On citizensʼ associations, On scientific and scientific-technological activity, the present Charter and other, bylaws regulating activity of public organizations.
1.3. The society is a non-profit organization.
1.4. The society shall function on the principles of lawfulness, common interests and equality of the rights of its members, openness, voluntary participation and self-government.
2. LEGAL STATUS OF THE SOCIETY
2.1. The society shall acquire the status of a legal entity from the date of its state registration by the Ministry of Justice of Ukraine.
2.2. The society shall have its seal, stamp, letterheads, logos and other relevant requisites.
2.3. The society shall have its independent balance, accounts in the banking establishments of Ukraine and abroad, and shall have the right to acquire on its behalf proprietary and non-proprietary rights and be a participant of civil-legal relations.
2.4. The society shall represent cell and molecular-biological science in the state bodies, scientific and educational establishments, scientific-public organizations of Ukraine and abroad.
2.5. The name and legal address of standing executive body of All-Ukrainian Public Organization Ukrainian Society of Cell Biology: Central Council, Ukrainian Society of Cell Biology, Ukraine, 79005, Lviv, Drahomanova St. 14/16.
3. GOALS AND TASKS OF THE SOCIETY
3.1. The main goal of activity of the Society is consolidation of efforts of its members and other citizens in resolving fundamental and applied problems of cell and molecular biology and related sciences, safeguarding their professional interests, support of democratic principles in scientific and pedagogical activity, mutual coordination of research and development works and sharing experience of scientists.
3.2. In order to achieve these goals the Society shall set forth the following tasks:
- propagation of scientific and practical achievements of cell and molecular biology and related sciences;
- coordination of scientific research works in cell and molecular biology among the members of the Society;
- promotion of prestige of cell and molecular biology in Ukraine and abroad;
- all-round scientific and methodological support to higher and secondary schools in the field of cell and molecular biology;
- organization of scientific events on the issues of cell and molecular biology (congresses, conventions, conferences, symposia, schools-seminars, etc.) on the national and international levels;
- cooperation with international scientific societies (such as IFCB (International Federation of Cell Biology Societies} and IUBMB (International Union of Biochemistry and Molecular Biology), foreign scientific establishments, foundations, biotechnological corporations, etc.;
- establishment of and participation in publishing of periodical scientific-theoretical journal dedicated to cell and molecular biology;
- assistance in training of cell and molecular biologists of various levels of qualification;
- implementation of democratic principles in scientific and pedagogical activity.
4. RIGHTS OF THE SOCIETY
- making proposals to the bodies of power and management on the issues of development of science and education in cell and molecular biology and in related sciences, biotechnological industries in Ukraine;
- founding of and membership in international scientific-public organizations and associations in Ukraine and abroad;
- propaganda of ideas and goals of activity of the Society;
- concluding agreements with the Ukrainian and foreign partners in Ukraine and abroad for accomplishment of goals set forth in the Charter;
- representing and safeguarding its lawful interests and interests of its members in public and governmental offices;
- founding mass information media;
- development of social security of its members;
- carrying out economic activity by way of establishment of cost-accounting establishments, organizations, founding enterprises for the accomplishment of goals set forth in the Charter.
5. CONDITIONS AND PROCEDURE OF ADMISSION TO MEMBERSHIP IN THE SOCIETY
5.1. The Society shall consist of:
- individual members;
- honorary members;
- collective members.
5.2. Citizens of Ukraine over 14 years and working in the field of cell and molecular biology or in the field of related sciences recognizing the Charter, regularly paying membership fees and actively participating in the work of the Society can be individual members. Membership in the Society shall not prevent participation in other public organizations.
5.3. Admission of individual members shall be made by the meeting of the Council of the Society or by the Council of local branch of the Society on application of the candidate. The applicant shall be regarded as admitted to the Society provided, that he/she has received a simple majority of votes (by open vote) of those present at the meeting of the Council of the Society.
5.4. Native and foreign scientists working in the field of cell and molecular biology or in the field of related sciences can be the honorary members of the Society, if they have made a significant scientific contribution to the science or been active members of the Society for a long time. Honorary members of the Society shall be elected at the Congress of the Society by a simple majority of votes of the present members of the Society by open voting. Honorary members of the Society shall be released from payment of membership fees.
5.5. Members and Honorary members of the Society shall have the following rights and obligations:
- elect and be elected to managing bodies of the Society;
- participate in all events organized by the Society;
- use material, legal and jurical support of the Society;
- publish their works in the publications of the Society;
- organize and establish within the framework and with approval of managing bodies of the Society research, educational, manufacturing, intermediary and other organizations and establishments, whose activities are in line with the goals and tasks of the Society in the manner prescribed by the laws;
- observe requirements of the Charter of the Society;
- facilitate accomplishment of the goals and tasks of the Society;
- receive information on activities of the Society;
- regularly pay their membership fees.
5.6. Scientific societies, research and development institutions, higher educational establishments or their faculties, organizations and enterprises of private and state ownership, facilitating development of cell and molecular biology, recognizing the Charter and paying prescribed membership fees can be collective members of the Society.
Admission of collective members to the Society shall be made by the meeting of the Central Council of the Society by a simple majority of votes of the present members to the Society by open voting.
The rights, obligations and amount of membership fees of the collective members shall be specified in the appropriate agreement, concluded between the Society and the organization of the collective member.
5.7. Membership in the Society can be terminated:
- on the memberʼs own will;
- on the decision of the Central Council of the Society or the Council of local branch of the Society in case of non-observance of the Charter of the Society, non-payment (without a good reason) of membership fees during two years, violation of generally adopted norms of ethics, which may have a negative effect on the image of the Society or its members. Such decision on the forced termination of membership can be appealed against to the Congress of the Society. Decision of the Congress shall be regarded as final.
6. MANAGING BODIES OF THE SOCIETY
6.1. The managing bodies of the Society shall be:
- the Congress;
- the Central Council;
- Auditing commission of the Society.
6.2. The Congress shall be the highest managing body of the Society and have the right to take decisions on all issues of activity of the Society provided, that the majority of the members of the Society (or their delegates) participate in the Congress. The Congress shall be convened by the Central Council whenever necessary, but at least once every 4 years.
6.3. The following shall be within competence of the Congress:
- approval of the Charter of the Society and making changes and amendments thereto;
- determination and approval of tasks and guidelines of activity;
- election and removal of the members of the Central Council and Auditing commission;
- approval of the reports of managing bodies of the Society;
- approval of budget of the Society;
- election of honorary members of the Society;
- decision on re-organization and liquidation of the Society.
6.4. Decision on the election and removal of the members of the Central Council and Auditing commission, on making changes and amendments to the Charter of the Society, on termination of activity of the Society shall be adopted by secret vote and regarded as competent provided, that at least 2/3 of delegates are present at the Congress and the majority have voted for such decision.
Other decisions of the Congress shall be adopted by open voting by a simple majority of those present.
6.5. The Central Council (hereinafter referred to as the Council) shall be the executive body, carrying out general management of activity of the Society. The Council shall consist of the President, representatives of local branches and other elected members of the Society.
The Council shall be elected by the Congress for the term of 4 years and shall hold its meetings at least twice a year. Each member of the Council shall have the right to be elected to the Council only for 2 terms running.
The meeting of the Council shall be regarded as competent provided, that at least half of the members of the Council registered in the list are present. Decisions shall be adopted by a simple majority of votes in open voting.
6.6. The Council of the Society:
- determines priority guidelines of activity of the Society;
- draws up the plans of holding scientific events (congresses, conventions, conferences, symposia, schools-seminars, out-of-town sessions, etc.);
- establishes working commissions for separate fields of activity of the Society;
- elects representatives to the national and international scientific-public organizations;
- approves changes and amendments to the Charter with further approval by the Congress;
- convenes the Congress of the Society, determines the norms of representation and the procedure of election of the delegates from the branches;
- elects from among its members and removes the President, Vice-Presidents and members of the Presidium;
- determines the form, amounts and purposes of the use of money and property;
- examines and approves reports, balance sheets and cost estimates of expenditures;
- approves specimens of logos and symbols of the Society;
- takes decisions on the establishment and liquidation of local branches, establishments and enterprises of the Society;
- determines amounts and procedure of payment of admission and membership fees;
- takes other decisions except those within competence of the Congress.
6.7. Presidium shall be the executive body carrying out management of day-to-day activities. It shall consist of the President, Vice-Presidents, scientific secretary, appointed by the President, and other members of the Presidium.
- implements decisions of the Congress and the Council of the Society and controls their implementation;
- maintains permanent contact with local branches, organizations and enterprises of the Society;
- informs them on the developments in science and education in cell and molecular biology and on activity of the Society;
- draws up cost estimates and budget of the Society;
- reports on its activity to the Council.
6.8. The President ensures operative management and is elected by the Council for the term of two years from among its members. The candidate is regarded as elected President provided, that at least half of members of the Council are present at the session and the decision of the Council is adopted by a simple majority of votes by open voting.
The President can be prematurely released from the office on the decision of the Council if his actions do not fall in line with the goals and tasks of the Society or have a negative effect for the Society.
6.9. The President of the Society:
- resolves issues, connected with signing contracts with legal and natural persons;
- acts on behalf of the Society without a proxy, represents it in the relations with legal and natural persons;
- issues proxies, opens and closes settlement and other accounts in the banks with approval of the Central Council;
- issues orders, resolutions, instructions and other documents;
- attracts employees for administrative work on contractual basis;
- provides incentives and imposes penalties, divides functions and powers among employees;
- carries out operative management of property and money of the Society;
- presents claims and statements of claim on behalf of the Society to natural and legal persons;
- reports on his activity to the Council of the Society.
6.10. The Council can delegate to the President other functions, connected with activity of the Society.
In case of absence of the President or in case of impossibility for him to perform his functions the latter shall be performed by the Vice-President or the individual appointed by the Council.
6.11. Employees of the apparatus of the Society shall be governed by the laws of Ukraine on labor, social security and social insurance.
6.12. Auditing commission, appointed by the Congress, carries out control functions in the Society.
Auditing commission shall be elected for the term of 4 years and consist of 5 members. Members of managing bodies of the Society cannot serve in the Auditing commission.
Decisions of the Auditing commission shall be adopted by the majority of votes of the members present at the session by open voting.
6.13. Auditing commission:
- controls, that activity of the Society and its managing bodies is in line with the Charter of the Society;
- examines status, performance of financial and property transactions by the Society and its managing bodies.
- settles conflicts between members of the Society and the Society and other state and public organizations.
7. BRANCHES OF THE SOCIETY
7.1. In order to expand its activity on the territory of Ukraine the Society shall establish its local branches (hereinafter referred to as the Branches). In order to acquire the status of a legal entity the branches of the Society must be registered in the offices of local executive power. Branches of the Society without the status of a legal entity shall legalize their activity by way of submitting a written notice of their establishment.
7.2. Branches shall function in conformity with the provisions of the present Charter and their Bylaws, adopted by their meetings and approved by the Central Council under supervision and control of the Central Council.
7.3. Branches are established provided, that there are at least three members of the Society, permanently residing and working in the given territory.
Branches shall have the right to admit individuals permanently residing in other localities to membership in the Society if the establishment of independent branches is impossible there.
7.4. The highest body of the Branch shall be the conference or the general meeting (hereinafter referred to as the Meeting), which shall consider issues, pertaining to activity of the Branch, decisions of superior bodies of the Society, discuss and approve reports of managing bodies of the Society.
7.5. Elections of managing bodies of the Branch and delegates to the Congress of the Society shall be conducted by open or secret voting depending on the decision of the Meeting.
7.6. Ordinary meetings shall be convened by the Council of the Branch at least once a year. Norms of representation and election of delegates to the Meeting shall be determined by the Council of the Branch.
Meeting of the Branch shall be regarded as competent provided, that at least 2/3 of the elected delegates are present. Issues considered by the Meeting shall be resolved by a simple majority of votes.
7.7. In order to ensure carrying out day-to-day activity members of the Branch shall elect the Chairman. If the Branch has over 15 members of the Society, its members shall elect the Council of the Branch, headed by the Chairman. The number of members of the Branch shall be determined by resolution of the Meeting.
7.8. Council shall be convened whenever necessary, but at least once every 6 months. The sessions of the Council shall be regarded as competent provided, that at least a half of members of the Council are present at the session. Decisions shall be adopted by a simple majority of votes.
8. PROPERTY OF THE SOCIETY
8.1. The Society may possess movable and immovable property, material and non-material assets, money and other property, acquired on lawful basis.
8.2. Property and money of the Society shall be formed of:
- property, transferred to the Society by its founders, members of the Society or by the state;
- admission and membership fees;
- charitable donations of legal and natural persons of Ukraine and foreign states;
- property and money acquired in the result of economic and other activities of the established cost-accounting establishments and organizations, founded by the Society;
- other sources which are not prohibited by the law.
8.3. The Society shall be independent in taking decisions on economic issues, determination of the conditions of labor remuneration of the apparatus employees and shall possess, use and dispose of its property in accordance with the goals of its activity.
8.4. The Society, its establishments and enterprises shall keep operative and accounting records, statistical reporting and shall be registered by the organs of state tax administration and shall make payments to the budget in the manner and in the amounts prescribed by the laws.
8.5. Money of the Society shall be used for the purposes, stipulated by the Charter and for remuneration of labor of apparatus employees.
9. CHANGES AND AMENDMENTS TO THE CHARTER OF THE SOCIETY
9.1. Changes and amendments to the Charter of the Society are made by the Central Council with their further approval by the Congress of the Society.
9.2. Within 5 working days from the date of approval of the decision to make changes in the Charter the Society shall submit necessary documents to the registration authority.
10. TERMINATION OF ACTIVITY OF THE SOCIETY
10.1. Termination of activity of the Society is effected by way of its re-organization or liquidation (self-dissolution, forced dissolution).
10.2. Re-organization of the Society is made on the decision of the Congress in conformity with provisions of the present Charter. In case of re-organization the rights and obligations of the Society shall be transferred to its successor.
10.3. Liquidation of the Society is carried out on the decision of the Congress or the court.
10.4. Liquidation of the Society is carried out by the liquidation commission appointed by the organ, taking decision on liquidation. Liquidation commission determines procedure and dates of liquidation, dates for presenting claims to the Society.
10.5. The Society shall be regarded as liquidated from the date of appropriate entry in the state register.
10.6. Money and other property of the Society in case of its liquidation cannot be re-distributed among its members and shall be used for accomplishment of the tasks set forth in the Charter or for charitable purposes, and in cases envisaged by the laws, on the decision of the court shall be transferred for the benefit of the state.