Number of Enterprise: 302288554

The Lithuanian version of the statutes is considered to be the original version.

1.1. The Association “BASNET Forumas” (hereinafter referred to as the Association) is a voluntary union of legal and natural persons whose main objective is to attract social partners for the purpose of the implementation of the Baltic States Strategy „Women in sciences and HT”. The strategy was established in accordance with the BASNET project funded by the EC FP6 program. The Association shall coordinate the activity of its members for the achievement of its goals and objectives, seek to meet their needs and other public interests and represent the members of the Association.

1.2. In its activities the Association shall be guided by the Constitution of the Republic of Lithuania (hereinafter – the Constitution), Civil Code of the Republic of Lithuania (hereinafter – the Civil Code), the Law on Associations of the Republic of Lithuania (hereinafter – the Law on

Associations),   other laws and Government Resolutions as well as other legal acts of the Republic of Lithuania and these Articles of Association.

1.3. The Association shall be a limited civil liability public legal person, having the seal with its name, settlement accounts and organisational independence. The Association shall be liable for its obligations to the full extent of its property and shall not be liable for the commitments assumed by its members.

1.4. The Association shall be a non-profit organisation the objective of the activities whereof is not to seek profit. The Association shall not be entitled to distribute its profit to its members.

1.5. The period of activity of the Association is unlimited.

1.6. The financial year of the Association is the calendar year.

2.1. Full name of the Association in Lithuanian – BASNET Forumas.

2.2. Registered office: Saulėtekio av. 9, III, Vilnius, the Republic of Lithuania.

2.3. The legal form of the Association is the association.

3.1. The main objectives of the Association are as follows:

3.1.1. to recruit social partners in order to implement the Baltic States Strategy “Women in Sciences and High Technologies”;

3.1.2. to systematically observe and analyze the status of equal opportunities in the Baltic States, identify emerging problems, notify the scientific society about them and make suggestions concerning possible solutions of these problems.

3.1.3. to draw up and propose to the public authorities the draft laws, resolutions, orders, other legal acts and programs related to issues concerning the gender equality in sciences.

3.1.4. to encourage activity of female scientist to seek for career research activities.

3.1.5. to contribute to the creation of a transparent and open system for the assessment of scientists and science achievements;

3.1.6. monitor and periodically update the BASNET portal.

3.1.7. promote the awareness of the members of the Association, research politicians, and the public at large on issues related to gender equality in research activities (organise the conferences, meetings, workshops, and traineeships on the subject in the Republic of Lithuania and foreign countries);

3.1.8. to initiate and promote the material changes in the research activities, disseminate the best practice of other countries in addressing the social problems of female researchers;

3.1.9. maintain official relations with the relevant foreign associations and other entities, organisations, companies and their representatives in addressing the female-related issues;

3.1.10. publish various information bulletins, catalogues, other promotion and information

publications on issues of gender equality in sciences in the Baltic States;

3.1.11. organise and participate in the national and international events, projects and programs on issues related to the position of women in sciences;

3.1.12. establish branches and join other unions and associations in the manners proscribed by laws;

3.1.13. perform other functions in line with the objectives of the Association.

3.3. Areas and Types of Activity of the Association:

– Research and experimental development on social sciences and humanities (73.20);

– Market research and public opinion polling (74.13);

– Operations of the exhibition and summit organisers (74.87.20);

– Complementary education (80.42.40).

– Publishing (22.1);

– Advertising (74.40);

– Research and experimental development on natural sciences and engineering (73.10);

– Labour recruitment and provision of personnel (74.50);

– Other business activities n.e.c. (74.87);

– The Association can also perform other economic-commercial activities that do not contradict legal acts of the Republic of Lithuania.

3.4. The Association shall perform activity that requires licence only after acquiring proper licences.

4.1. The Association shall have a right to:

4.1.1. Establish legal entities under the procedure provided by the law;

4.1.2. Establish branches and representative offices in Lithuania and abroad;

4.1.3. Join other associations, including international associations, the objectives and activities

whereof do not contradict the Constitution, the Law on Association or other legal acts;

4.1.4. To purchase or acquire in other ways prescribed by laws other means acquire also to sell, lease, pledge or dispose of it in any other legitimate ways;

4.1.5. To have other civil rights and duties prescribed by laws, to act as a claimant or respondent in court.

4.1.6. To perform economic-commercial activity necessary for achievement of its objectives that does not contradict the laws and these Articles of Association.

4.1.7. To accept monetary funds and other assets as support;

4.1.8. Transfer the property and the monetary funds owned by title or other rights, secure the

discharge of obligations by means of such property or otherwise encumber its rights to manage, use and disposal in respect of such property for a sole purpose to attain the objectives stipulated in the present Articles of Associations;

4.1.9. For the purpose of the attainment of the objectives of the Association and the solution of tasks set up the standing and ad hoc collegial executive committees, expert commissions and working groups etc.

4.2. The Association shall:

4.2.1. Hold the monetary funds received as support in a separate account, draw up the expense estimates where this is required by the relevant legal acts or required by the person who has donated the funds;

4.2.2. Organise its practical activities taking into account the interests of each member of the

Association provided they are in line with the objectives of the Association and do not contradict the interests of the majority of the members of the Association;

4.2.3. Hold in its registered office, also registered offices of its branches and representative offices the list of the members of the Association that is available to access of every member of the Association.

4.3. The Association shall be prohibited from:

4.3.1. payment to the founder or a member of the Association part of the profit of the Association or transfer of the part of the property of the Associaiton under liquidation in excess of the entrance fee or the membership fee ;

4.3.2. distribution in any form of the assets and the funds of the Association, including the profit, to persons working in the Association on the basis of the Employment contract, except in cases of the payment of compensation, other disbursements related to the labour relations and the copyright remuneration paid on the basis of a copyright agreement, also compensation for the services provided or goods sold;

4.3.3. granting loans, pledge the assets of the Association (except the cases of the pledge as the security for the obligations of the Association), providing the guarantee, surety or otherwise securing the obligations of other persons. This provision shall not apply in cases of borrowing from financial institutions and where the international treaties of the Republic of Lithuania or the laws of the Republic of Lithuania or other legal acts passed on the basis thereof provide differently;

4.3.4. borrowing from other persons paying the unreasonably high interest;

4.3.5. procuring goods and services that are expressly overpriced;

4.3.6. selling the assets of the Association for the price that is expressly too low;

4.3.7. establishing the legal person whose civil liability for the obligations of the legal person are unlimited or being a participant thereof;

4.3.8. performing the functions of trade unions, religious communities, societies and centres, and legal persons, credit unions and other legal persons of a different legal form and incorporated under their canons, statutes and other norms where such functions under the provisions of the law may be performed exclusively by persons of a specific legal form.

5.1. Legal and natural persons of the Republic of Lithuania and other States who have expressed in writing their desire to be the member of the Association, satisfy other criteria settled by the assembly of the Association and that have paid the entry fee may become members of the Association. The members of the Association shall pay the annual fee prescribed by the assembly of the Association (the entry fee can be determined differently to legal and natural persons, students and student organizations). New members of the Association shall be admitted under the decision of the Executive Council of the association and the unanimous vote of all its members. A person failing to comply with the requirements prescribed for the membership of the Association or having the purposes hostile to the objectives of the Association may be refused the admission to the Association. Members of the Association shall be the researchers working in the area of sciences and high technologies, physics, biochemistry and other sciences and the high technologies, science politicians, public figures and other natural and legal persons advocating the supporting the ideas of the gender equality in science.

5.2. The member of the Association may be a member of other associations.

5.3. The minimum number of the members of the Association is three. If a natural person expresses a desire to be a member of the Association, he must be of full legal capacity and be not than 18 years old.

5.4. The member of the Association shall have the right to:

1) participate and vote in all meetings of the assembly of the Association;

2) enjoy the services provided by the Association;

3) have access to the documents of the Association and be provided all the information at the

disposal of the Association;

4) to dispose all the information at the disposal of the Association;

5) to receive advice and other support from the Association in defending his legitimate interests;

6) to engage in the development and implementation of projects and programs of the Association;

7) contest in the court the decisions of the assembly of the Association;

8) defend his rights and legitimate interests judicially where they were violated in the Association;

9) withdraw from the Association at any time. In this case the withdrawing member of the

Association shall be deprived of his entitlement to the entry fee and membership fee, the

sponsorship granted or funds otherwise transferred to the Association, including the earmarked contributions;

10) other rights provided for by legal acts and the present Articles of Association.

5.5. The member of the Association is obliged to:

1) comply with the Articles of Association of the Association, actively participate in its

activity, to keep secrets concerning the Association and the activity of its members.

2) perform the resolutions and decisions of the management bodies of the Association

related to the membership in the Association;

3) furnish the management bodies with the information about their activity (except the information considered as its industrial or commercial secret) necessary for implementation of common objectives;

4) ensure timely payment of the membership fee.

6.1. The new members shall be admitted to the Association by the decision of the Executive Council of the Association on the basis of a submitted written application. The Executive Council of the Association shall have a right to request the legal person to provide its registration certificate and other additional documents related to the activities of the applicant. The candidate to the members of the Association shall be notified in writing of the decision of the Executive Council of the Association. The applicant shall be admitted to the members of the Association upon a unanimous vote of the Executive Council of the Association concerning the admission of the new members and subject to the payment of the entrance fee thereby.

6.2. The member of the Association shall have the right to withdraw from the Association by

notifying the Executive Council in a written form.

6.3. The activity of the member of the Association may be suspended upon the unanimous decision of the Executive Council of the Association where the member:

6.3.1. fails to perform the duties provided for in the present Articles of Association;

6.3.2. conscientiously obstructs the Association form the attainment of the objectives of the

Association;

6.3.3. exceed its authority and the powers vested to it;

6.3.4. in a systematic manner (twice or more times) fails to pay the membership fee;

6.3.5. infringes the laws of the Republic of Lithuania which causes damage to the Association or its image;

6.4. The decision concerning the withdrawal of the member of the Association shall be adopted by the Executive Council of the Association on the basis of a unanimous vote of all its members.

6.5. Members of the association who have voluntarily terminated their activities in the Association shall discharge the outstanding membership fee (if any) prior to the date of the submission of the application on the withdrawal to the President of the Association.

6.6. Members of the Association who have voluntarily left or were expelled from the Association shall have no entitlement to the assets of the Association, the entrance, current and earmarked contributions of the Association.

6.7. A member of the Association who has violated the provisions related to the activities of the

Association as stipulated by the present Articles of Association may be expelled from the Association on the basis of the decision of the Assembly of the Association. Upon the termination of the membership in the Association the membership fees are not refundable.

7.1. The Association shall have its social partners. The social partners of the Association may include any ministries of the Republic of Lithuania and the foreign countries, other institutions

performing the public functions as delegated by the State, also any other legal persons that approve the objectives of the Association and contribute to the implementation thereof by providing to the Association charity and/or support, disseminating the ideas pursued by the Association, the declared goals, and informing the public of the activities performed by the Association who however have opted not to become the members of the Association.

7.2. Entities shall become the social partners of the Association upon the taking of the decision by the Executive Council to admit a legal person as a social partner of the Association after the

Executive Council has been submitted an application concerning the becoming a social partner.

7.3. A social partner shall lose its status upon taking by the Executive Council a decision to the effect that the activity of the social partner is incompatible with the objectives of the Association.

7.4. A social partner shall have a right to submit proposals to the assembly of the Association concerning the operating strategy of the Association, the new operational objectives, and other

issues relevant for the growth and the development of the Association; however, the social partner shall have no right to vote in the assembly of the Association and does not have any other rights of a member of the Association as established in the present Articles of Association.

8.1. The Association shall have its civil rights and assume civil obligations that shall be implemented through its management bodies.

8.2. The management bodies of the Association are:

8.2.1. the General Meeting of the members – the assembly of the Association;

8.2.2. the collective management body – the Executive Council of the Association;

8.2.3. the single person management body – the President.

8.3. The assembly meeting shall be recorded.

8.4. The minutes of the meeting shall be signed by the Chairman and Secretary of the meeting.

9.1. The assembly of the Association is the supreme management body of the Association. All members of the Association shall have the right to vote in the assembly. Each member of the

Association shall have one vote.

9.2. The assembly of the Association shall:

9.2.1. amend the Articles of Association of the Association

9.2.2. assign (elect) and remove the single management body of the Association, unless otherwise provided by the Articles of Association of the Association

9.2.3. assign (elect) and remove members of other collective management bodies

9.2.4 establish the amount of the entrance fee and the membership fee and the procedure of payment of the members of the Association, where the procedure for the payment is not established by the Articles of Association of the Association;

9.2.5. approve the annual financial statements of the Association;

9.2.6. adopt resolutions on restructuring or termination (reorganisation or liquidation) of the

Association;

9.2.7. adopt resolutions on establishing branches, representative offices and other legal entities or joining other legal entities;

9.2.8. adopt resolutions on granting of permission to the member of the Association to dispose the assets of the Association;

9.3. The assembly of the Association may resolve other issues if they are not assigned to the competence of other management bodies according to the Law on Associations or are not in essence the functions of other management bodies of the Association;

9.4. The assembly of the Association does not have the right to delegate the resolution of the issues assigned to its competence to other bodies of the Association, except in cases provided for in sub items 8.2.2., 8.2.3., 8.2.7 of these Articles of Association;

9.5. The assembly of the Association shall be called at least once a year;

9.6. The assembly of the Association may be called upon court order if it was not called according to the procedure stipulated by the Articles of Association of the Association and a member of a management body of the Association applied to the court with a complaint;

9.7. The assembly of the Association shall be legitimate provided not less than ½ members of the Association are present. Where the meeting of the assembly of the Association does not have a quorum, a repeated assembly must be called within 10 days that shall have a right to take decisions on the issues in the agenda of the failed meeting irrespective of the number of the members of the Association participating in it;

9.8. The decisions of the Assembly of the Association shall be taken by a show on hands. Decision of the assembly of the Association, except cases referred to in sub-items 8.2.1 and 8.2.6 are considered, shall be passed where the number of the members who voted “in favour” exceeds those who voted “against” (persons who have abstained during the voting are not included, i.e., they are considered to be absent from the meeting). To pass the decisions referred to in sub-items 8.2.1 and 8.2.6 not less than 2/3 of the participating members of the Association shall be required. In the event of a tie vote the vote of the President of the Association shall be casting.

10.1. The President of the Association shall be elected every four year in the assembly of the Association.

10.2. The President of the Association shall:

10.2.1. organize and manage the work of the Association;

10.2.2. represent the Association in all government and international institutions, structures and organizations;

10.2.3. represent the Association in court and shall be responsible for all issues concerning the

Association without any restrictions;

10.2.4. conclude employment contracts, draw up and submit the management report to the assembly of the Association, publish and organize the submission of public information, adopt resolutions on establishment and termination of activity of branches and representative offices and approve the Articles of Association thereof;

10.3. where the President of the Association is absent, the vice president appointed by order of the President of the Association shall perform the functions of the President.

11.1. The Executive Council of the Association shall be formed of 5 persons, elected in the Assembly of the Association from the members–establishers of the Association for a term of office of four years. The members of the Executive Council shall elect its chairman from among its members who shall perform its duties during for the term of office of the Executive Council. The Executive Council of the Association shall direct the activities of the Association in the periods between the assemblies of the Association.

11.2. During the meeting of the Executive Council each member of the Executive Council of the

Association shall have one vote. In the event of a tie vote the vote of the chairman of the Executive Council of the Association shall be casting.

11.3. The Executive Council of the Association shall adopt its decision during the meetings. The meetings shall be legitimate provided not less than when ½ members of the Executive Council have been present and the decision adopted shall be valid when the number of the members who voted for the decision shall be not less than ½ of all members.

11.4. The Executive Council of the Association shall:

11.4.1. receive the applications of the possible members of the Association concerning joining the Association as well as becoming a social partner of the Association;

11.4.2. adopt resolution on becoming the member/social partner of the Association;

11.4.3. adopt resolution on suspension of the membership of the Association or removal from the members of the Association; it shall also adopt resolution on removal of the social partners from the Association;

11.4. organize the enforcement of the resolutions and decisions of the assembly of the Association;

11.5. elect and remove the chairman of the Executive Council from office ;

11.6. establish and supervise funds of the Association if the assembly of the Association decides to establish such funds;

Members of the Association

12.1. The annual reports on the activities of the Association for the past year shall be presented in the accounting assembly of the Association called by the President of the Association;

12.2. The annual report for the past financial year shall contain:

12.2.1. information concerning the activity of the Association related to implementation of the operational objectives prescribed by the Articles of Association;

12.2.2. the number of the members of the Association at the end of financial year;

12.2.3. annual financial statement;

12.2.4. other information prescribed by the assembly of the Association;

12.3. The annual report on the activity of the Association shall be stored in the registered office of the Association and every member of the Association shall be provided an opportunity to have access to this report;

12.4. The decisions and other notifications of the assembly of the Association which are to be

introduced to the members of the Association and other persons shall be dispatched in writing not later than within 15 days from the decision date. The President of the Association shall be

responsible for the timely communication of the decisions, and in case of a liquidation of the

Association this responsibility shall be placed with the liquidators of the Association. All decisions and notifications shall be dispatched by registered mail, fax, are handed over in person to the member of the creditor upon signed receipt or through the communication terminals provided the security of the text is ensured and the signature may be identified.

12.5. Every creditor and member of the Association shall be informed about the liquidation of the Association by registered letter or against his signature.

12.6. Every member shall inform the Association in case of the change of his address. If this

condition is not satisfied the notification or other document sent to his previous address shall be considered as duly served.

12.7. At a member’s request to get acquainted with the documents and all the information relating activity of the Association that is not clearly seen from report on activity of the Association and has not been presented to the members, the President shall present the documents or information desired upon written request in a form that such documents have been made available.

13.1. All notifications and announcements of the Association or the resolutions of the assembly of the Association that are to be made public in accordance with the legal acts shall be published in the daily „Lietuvos žinios”

14.1. The capital of the Association is comprised of the own and borrowed capital.

14.2 The Association may own by title buildings, vehicles, equipment and other assets for the

activities provided for in these Articles of Association and the monetary funds.

14.3. Income sources of the Association shall be as follows:

14.3.1. entrance fees of the members, membership fees and earmarked contributions;

14.3.2. earmarked funds and assets of public and local authorities;

14.3.3. support received from natural and legal persons, funds and donated property;

14.3.4. legacies left to the association;

14.3.5. profit of the legal entities established by the Association;

14.3.6. interest paid by credit institutions on the funds kept in them;

14.3.7. other income.

14.4. The property and funds of the Association shall be used for the implementation of the operational objectives prescribed by the Articles of Association, acquiring and exploitation of fixed assets and equipment, maintenance of staff in the affiliates.

14.5. The amounts of entrance and membership fees shall be established in the assembly of the Association by a majority of votes.

14.6. If a member of the Association fails to pay the fee within 3 months from the term established in item 12.5 his membership may be suspended upon decision of the President of the Association until the liquidation of the debt. If the debt is not liquidated during other 3 months the President of the Association shall have the right to propose an offer concerning removal of the member from the Association.

15.1. The Articles of Association of the Association may be amended by a decision of the assembly of the Association adopted by a 2/3 majority votes of the members present at the meeting. The amended Articles of Association shall be signed by the authorized person of the assembly of the Association.

15.2. The amendments to the Articles of Association shall come into effect only upon the registration of the amendments in the Register of Legal Entities of the Republic of Lithuania. In connection to the amendments of the Articles of Association the Association shall submit to the

Register of Legal Entities of the Republic of Lithuania the full text of the amended Articles of Association (the new version).

16.1. The Association shall have a right to establish the branches and the representative offices in the Republic of Lithuania and the foreign States. A branch is a structural division of the Association holding its office. A representative office is also a structural division of the Association holding its office. Neither the branch nor the representative office are the legal persons.

16.2. The branches and the representative offices shall be established and their activities terminated upon the decision of the President of the Association. The President of the Association also approves the regulations of the branches and the representative offices. The number of branches and the representative offices is not limited.

16.3. The branches and the representative offices shall be established and their activities shall be terminated in the procedure established by the laws of the Republic of Lithuania.

17.1. The accounting records of the Association shall be completed and the financial statements of the Association shall be drawn up and approved in the procedure established by the laws of the Republic of Lithuania.

17.2. The annual financial statements of the Association shall be approved by the assembly of the Association.

17.3. The auditor (inspector) of the Association shall be elected for a period of two years by the assembly of the Association upon a simple majority vote. A member of the Association shall not be elected the auditor of the Association.

17.4. The inspector (auditor) shall:

17.4.1. examine and inspect the financial statements of the Association and other accounting

records;

17.4.2. present in the next assembly of the Association the audit reports and notify of all deficiencies and irregularities determined in the course of the audit;

17.4.3. protect the secrets of the Association divulged to the auditor in the course of the monitoring the activities of the Association.

17.5. The President of the Association shall provide to the auditor (inspector) the financial

accounting records required thereby.

17.6. The inspector (auditor) shall be responsible for the concealment of the irregularities in the performance of the Association in the manner stipulated by the laws of the Republic of Lithuania.

18.1. The Association shall be subject to restructuring or terminated (reorganised or liquidated) in the manner specified in the Civil Code of the Republic of Lithuania.

18.2. The Association may not be reorganised and subject to restructuring at the same time.

18.3. The Association may be subject to restructuring, reorganised or liquidated upon the decision of the assembly of the Association.

18.4. The assembly of the Association or the institution that has passed the decision to liquidate the Association shall appoint the liquidator of the Association. Upon the appointment, the liquidator of the Association shall acquire the rights and the responsibilities of the management bodies of the Association. Where less than three members of the Association are left, the  ssociation shall notify about such reduction in the number of the members of the Association within thirty days to the Register of Legal Entities in the procedure set forth by the Register of Legal Persons.

18.5. Upon the appointment of the Liquidator the Association shall acquire the status of the Association under liquidation. The management body of the Association shall be deprived of its authorities, and the rights and the duties shall be transferred to the liquidator.

18.6. The notice on the reorganisation or the liquidation of the Association shall, not less than 3 times with a not shorter than 30 days intervals, be published in the daily “Lietuvos žinios” or shall published once and shall be notified in writing to each member and the creditor of the Association. The notice on the liquidation of the Association shall be not less than on the first day of publication communicated to the Register of Legal Entities.

18.7. The assets and funds of the Association left following the meeting of all claims of all creditors and the claims of the members of the Association concerning part of the assets of the Association not in excess of the entrance fee or the membership fee shall be, by the time of the removal of the Association from the Register of Legal Entities, transferred to other legal person or persons designated by the assembly or the court that has passed the decision to liquidate the Association.

18.8. In addition to the responsibilities established in the Law on Associations and the Civil Code the liquidator of the Association shall:

18.8.1. publish in the daily specified in the Articles of Association of the Association a notice on the liquidation of the Association and submit to the Register of Legal Entities the documents supporting the decision.

18.8.2. draw up the liquidation period opening balance sheet

18.8.3. transfer the remaining assets of the Association in the manner specified in the present

Articles of Association;

18.8.4. draw up the Liquidation statement of the Association. The Liquidation statement shall

describe the course of the liquidation and shall contain the confirmation of the performance of all actions related to the liquidation;

18.8.5. hand over the documents for safekeeping in the manner stipulated by the Law on Archives;

18.8.6. submit to the Register of Legal Entities the Liquidation statement and other documents necessary for the removal of the Association from the Register of Legal Entities.

The present version of the Articles of Association of the Association approved in the founders of  the Association meeting on the 3 of December 2008_.

The present Articles of Association of the Association signed on the 3 of December 2008.

Founders of the Association: Vilnius University, Kaunas Technological University and Vilnius

University Institute of Theoretical Physics and Astronomy