AUB Charter

APPROVED
By the General Meeting of Participants (Congress)
of the Association of Ukrainian Banks
Minutes No. 19 dated June 14, 2024

 

 

 

STATUTE
OF THE ASSOCIATION OF UKRAINIAN BANKS
EDRPOU code 21562073
(NEW VERSION)

 

 

 

 

 

 

 

 

 

 

 

m. Kyiv - 2024

 

 

1. GENERAL PROVISIONS

1.1 The Association of Ukrainian Banks (hereinafter referred to as the Association) acts on the basis and in accordance with the requirements of the Law of Ukraine "On Banks and Banking", the Civil Code of Ukraine, the Tax Code of Ukraine, other legislative acts of Ukraine and this Charter. The Association is the legal successor of the Association of Commercial and Cooperative Banks of the Ukrainian SSR.

1.2 The Association was established with the aim of promoting the development of the Ukrainian banking system, protecting and representing the interests of its members, developing interregional and international relations, ensuring scientific and information exchange, developing recommendations for improving banking activities.

1.3 The Association is a non-governmental, independent, voluntary, non-entrepreneurial organization that unites banks, banking associations, as well as other institutions, enterprises and organizations.

1.4 Membership in the Association does not impose any restrictions on its members regarding business, public and any other activity that is not prohibited by law. The Association has no right to interfere with the activities of its members.

The Association is not responsible for the obligations of its members, the members of the Association are not responsible for the obligations of the Association.

1.5 The Association is a legal entity.

The Association has a full and abbreviated name:

Full name:

• Ukrainian: Association of Ukrainian Banks;

• In English: «Association of Ukrainian Banks».

Abbreviated name:

 

• Ukrainian: AUB;

• In English: «PLEASE».

The Association has its own balance sheet, seals, stamps, symbols, bank accounts. The Association owns separate property on the right of ownership, can enter into contracts on its own behalf, acquire rights and bear obligations, be a plaintiff and a defendant in court.

1.6 The Association has the right to:

• open its representative offices and branches on the territory of Ukraine;
• open foreign representative offices, cooperate with foreign banks, legal entities and their associations;
• to be a member of interbank associations of Europe and the world, to act as a founder of such associations;
• act as a founder of enterprises, institutions, organizations;
• own, use and dispose of their own confidential information of professional, business, banking, commercial and other nature. Confidential information is disseminated under the conditions determined by the Association, which independently establishes the regime of access to such information, including its belonging to the category of confidential, and introduces a security system to it.

1.7 Location of the Association: 02002, Kyiv, st. Eugene Sverstiuk, 15.

 

2. BASIC PRINCIPLES OF THE ASSOCIATION'S ACTIVITIES AND OBJECTIVES

2.1 The Association acts on the basis of the following principles:

• Legality;
• compromise solution of issues taking into account the interests of all members of the Association;
• trust and mutual assistance in relations between the members of the Association;
• voluntary participation of the Association members in projects and programs implemented by the decisions of the Association Council;
• mandatory implementation of decisions made by the Congress of the Association;
• autonomy and independence from state structures.

2.2 The main tasks of the Association are:

• protection of the rights and interests of members of the Association, providing legal guarantees for their activities;
• formation of the position of the Association members on important issues of their activities and representation of this position in relations with third parties;
• promoting the creation of a legal framework for banking, financial and other business activities;
• elaboration and formation of ways and directions of development of the economy and banking system of Ukraine as a single complex;
• assistance in improving the qualifications and professionalism of specialists in the financial sector;
• familiarization of the public with the activities of the Association members and their role in the economic life of Ukraine;
• promoting the implementation of antitrust legislation in the financial sector;
• establishment of mutual trust, reliability, decency and business partnership in relations between members of the Association and clients;
• providing and providing access to non-governmental independent dispute resolution through the establishment and operation of a permanent arbitration court at the Association;
• informing the members of the Association about draft legislative and regulatory acts, judicial practice.

2.3 To achieve these tasks, the Association:

• analyzes draft legislative and regulatory acts related to banking and financial activities, seeks the adoption of its comments and proposals by the Verkhovna Rada of Ukraine, the Cabinet of Ministers of Ukraine, the National Bank of Ukraine (hereinafter referred to as the NBU), and other state bodies during the consideration of such drafts;
• maintains and develops business contacts with the Verkhovna Rada of Ukraine, the Administration of the President of Ukraine, the Cabinet of Ministers of Ukraine, the National Bank of Ukraine, and other authorities of Ukraine;
• cooperates with the NBU on the development of the main directions of monetary policy, participates in the development of draft instructions and other regulatory documents of the NBU that regulate the activities of commercial banks and non-bank financial institutions;
• creates, independently or jointly with other organizations, schools, centers and courses for training and retraining of personnel;
• cooperates with the media, holds press conferences, publishes information and analytical bulletin and other materials;
• provides advice and assistance to its members in all matters relating to their activities;
• independently or together with other organizations organizes and conducts conferences, symposia, seminars, trainings, lectures and other events;
• organizes and participates in discussions of the state and ways of development of the banking system and economy of Ukraine among professional and scientific circles, promotes the exchange of work experience, the establishment of business contacts;
• carries out work to establish uniform approaches to banking ethics for the entire banking system of Ukraine and considers the facts of violation of the established rules and standards of banking ethics by banks;
• involves representatives of the Association's members to participate in events held by public authorities and management bodies for the development of the banking system and economy of Ukraine;
• creates or acts as a founder of enterprises, institutions and organizations;
• forms a permanent Court of Arbitration;
• appeals to law enforcement agencies in order to protect the interests of its members and their employees.

2.4 The Association does not carry out independent entrepreneurial activity, does not control and manage the entrepreneurial activity of its members. The Association exercises its powers and tasks without the purpose of making a profit.

3. MEMBERSHIP IN THE ASSOCIATION

3.1 Members of the Association can be banks, associations of banks, other enterprises, institutions and organizations that are created in accordance with the current legislation of Ukraine, recognize the Statute of the Association, pay entrance and membership fees.

Enterprises, institutions and organizations that have expressed a desire to be members of the Association with the right of an advisory vote, recognize the Charter of the Association and pay membership fees can be members of the Association with the right of an advisory vote. These organizations pay fees in accordance with the procedure approved by the Council of the Association.

Members of the Association retain full economic and financial independence.

3.2 On behalf of the members of the Association when exercising their rights and legitimate interests, their leaders or authorized representatives act.

3.3 Admission to the Association is carried out on the basis of a written application of a legal entity wishing to join the Association. The decision on admission to the Association is made by the Council of the Association. A person is considered to be accepted as a member of the Association from the moment the Board of the Association makes the relevant decision.

3.4 Membership in the Association is terminated in the event of:

3.4.1 liquidation of a member of the Association. In this case, the person terminates membership in the Association automatically, simultaneously with the moment of his/her exclusion from the Unified State Register;

3.4.2 submission by a member of the Association of an application for withdrawal from the Association. An application for withdrawal from the Association is submitted to the Association in writing. The date of withdrawal from the Association of a member who has submitted an application for withdrawal is considered to be the date of receipt of such an application by the Association;

3.4.3. non-payment of membership fees for more than six months for the current year. The date of termination of membership in the Association in case of non-payment of membership fees is the date of receipt by such a member of the Association of a written notice from the Association;

3.4.4 expulsion of a member of the Association by the decision of the Council of the Association. The Council of the Association may expel from the Association its member who violates the legislation of Ukraine or the Charter of the Association, allows incorrect actions that adversely affect the prestige of the members of the Association. The date of expulsion of a member of the Association in this case is the date of adoption of the relevant decision by the Council of the Association.

4. RIGHTS AND OBLIGATIONS OF MEMBERS OF THE ASSOCIATION

4.1 Members of the Association have the right to:

• elect the governing bodies of the Association;
• submit proposals to the agenda of the Congress of the Association no later than two weeks before the start of its work;
• participate in the work on documents that determine the main directions of the Association's activities, submit proposals to the Association Council aimed at protecting the interests and improving the activities of the Association and its members;
• use intellectual developments and material and technical means, as well as services, consultations and recommendations provided by the executive body of the Association;
• receive support from the Association during the consideration of controversial issues in public authorities and administration, as well as in the NBU;
• be a member of regional associations of banks or regional representative offices and branches of the Association;
• voluntarily withdraw from the Association. Members of the Association have equal rights and obligations.

4.2  Members of the Association are obliged to:

• comply with the Statute and implement the decisions made by the Congress
• adhere to business ethics, principles of fair competition, unconditional compliance with the rules of ethical and professional conduct when operating in the Ukrainian market;
• participate in the implementation of the goals and objectives of the Association;
• increase the efficiency of work, reputation among customers;
• to develop cooperation between the members of the Association on the basis of goodwill, mutual respect and support, unconditional fulfillment of mutual obligations;
• timely pay membership fees and other payments determined by the Congress and the Council of the Association;
• timely and promptly provide the Association at its request with data that does not constitute a trade secret, as well as independently inform about the reorganization, change of managers, name, location, office phone numbers of the managers of the Association member
• not to disclose information constituting a trade secret, even after leaving the Association.

5. GOVERNING BODIES OF THE ASSOCIATION

5.1 The Association is managed by:

• General Meeting of Members of the Association (hereinafter referred to as the Congress);
• Association Council;
• President of the Association.

5.2 The supreme governing body of the Association is the Congress. All members of the Association have the right to participate in the work of the Congress. Each member of the Association has one vote. Members of the Association with an advisory vote on the agenda items do not vote and have the right to express their position on the agenda items. A member of the Association has the right to be represented by its head, or a person authorized by him.

5.3. The next Congress is convened at least once every two years.

5.4 The Extraordinary Congress is convened by the decision of the Council of the Association, as well as at the request of at least 10% of the members of the Association.

To convene an extraordinary Congress at the request of the members of the Association, they must send a joint written application to the Chairman of the Board of the Association with a draft agenda. The Extraordinary Congress is convened by the Council of the Association within 30 days from the date of receipt of a written application from the members of the Association to convene an extraordinary Congress.

5.5 The Congress is considered valid if it is attended by representatives of at least half of the members of the Association.

Decisions of the Congress are made by a majority of at least 3/4 of the votes of the representatives of the AUB members present at the Congress on the following issues:

• adoption of amendments to the Charter of the Association;
• making a decision on the termination of the Association.

Decisions of the Congress of the Association on all other issues are made by a simple majority of votes present at the Congress.

5.6 The competence of the Congress of the Association includes:

• adoption of amendments to the Charter of the Association;
• consideration and approval of reports of the Board, President and Audit Committee of the Association;
• consideration and cancellation of decisions of the Association Council on the exclusion of a member of the Association from its membership;
• approval of the main activities of the Association and consideration of issues proposed by its members;
• election of the President of the Association for a term of four years;
• election of the Chairman of the Association Council, members of the Association Council and members of the Audit Commission for a term of four years;
• approval of the Regulations on the Association Council;
• making decisions on any issues of the Association's activities;
• making a decision on the termination of the Association;
• delegation of a certain part of the powers belonging to the Congress to the Council of the Association or the President of the Association.

5.7 In the period between the Congresses, the Association is managed by the Council of the Association.

The Council carries out its activities on the basis of the Charter and the Regulations on the Council of the Association, which are approved by the Congress.

The Council of the Association consists of nineteen members. The President and the First Vice-President of the Association are ex officio members of the Council of the Association. The other seventeen members of the Association Council are elected by the Congress.

Members of the Association Council work on a voluntary basis.

Membership in the Board is personal and is not transferred to other representatives of the Association's members.

Membership in the Council is terminated in the following cases:

• election of a new Board of the Association;

• death, restriction of legal capacity of a member of the Board;

• exclusion of a member of the Board from the governing body of the member of the Association from which such a person was elected;

• termination by a member of the Council of representation from the member of the Association from which such a person was elected;

• voluntary withdrawal of a member of the Association Council upon his/her application for withdrawal from the Association Council;

• termination of membership in the Association of a legal entity representing which such a member of the Board was elected;

• self-removal of a member of the Council from the work of the Council, systematic non-participation in the meetings of the Council. In this case, the decision to exclude a member of the Board from its membership is made by the Council of the Association.

In case of termination of membership in the Council of one or more of its members, the quantitative composition of the Council of the Association is automatically reduced. The Association Council remains competent in a reduced composition, but in the amount of at least eleven people, until the next Congress, at which a new composition of the Association Council will be elected.

Members of the Association Council are elected for a term of 4 years. If, after the expiration of this period, a new composition of the Association Council is not elected, the powers of its members are automatically extended until the re-election of the Association Council.

5.8 The Board of the Association:

• convenes the Congress of the Association, determines the agenda of the Congress, the time and place of its holding;
• submits to the Congress a draft of the main directions of the Association's activities for the next two years;
• controls the implementation of the decisions of the Congress and the main activities of the Association approved by them;
• makes decisions on admission to the Association and expulsion of members from it on the grounds and in accordance with the procedure provided for in clause 3.4.4 of the Charter;
• approves the budget for the maintenance of the Association;
• sets the amount of the President's official salary;
• approves the Regulations on bonuses for employees of the Association and payment of remuneration to them based on the results of work for the year;
• approves the Vice-Presidents of the Association on the proposal of the President of the Association;
• approves, on the proposal of the President of the Association, the Regulations, the Rules of Procedure and the list of arbitrators of the permanent arbitration court of the Association and facilitates its work;
• setting the amount and deadline for payment of entrance and membership fees;
• determines the procedure for payment of membership fees for members of the Association admitted to its membership with the right of an advisory vote;
• excludes from its membership a member of the Council who withdraws from the work of the Council, systematically does not take part in the meetings of the Council;

The Association Council performs its functions by holding meetings. Meetings are held in accordance with the Regulations on the Council of the Association, which are approved by the Congress;

A meeting of the Association Council is duly constituted if more than half of its members are present.

5.9 Chairman of the Board of the Association:

• chairs the Board of the Association;
• chairs the Congresses and meetings of the Council of the Association;
• carries out current control over the implementation by the executive body of the Association, decisions of the Congresses and the Council of the Association;
• submits proposals on candidates for the position of President and members of the Council of the Association.

5.10 The executive body of the Association is the President of the Association.

President of the Association:

• organizes the implementation of decisions of the Congresses and the Council of the Association;
• manages the day-to-day activities of the Association;
• represents the Association in public authorities, public and international organizations in relations with foreign partners;
• acts on behalf of the Association without a power of attorney;
• manages the funds and property of the Association;
• notifies the members of the Association about the time and place of the Congress and its agenda no later than 30 days before its convocation;
• within the limits of the approved estimate of the payroll fund, determines the structure, staff, salaries of the Association's employees;
• makes decisions on hiring, dismissal and bonuses of employees of the Association;
• submits to the Council for approval the candidacy for the position of vice-presidents;
• concludes transactions, including contracts, on behalf of the Association and gives orders on its own behalf to receive material values;
• opens settlement and other bank accounts, signs monetary and settlement documents with the first signature;
• provides relations with foreign associations of banks and other organizations;
• submits proposals on the candidacies of the Chairman and judges of the AUB Court of Arbitration.The President of the Association may delegate his rights to vice-presidents and other employees of the Association.

6. AUDITING COMMITTEE

6.1. The Auditing Committee is elected by the Congress and is accountable exclusively to it. The Congress determines the quantitative composition of the Auditing Commission and the procedure for its activities.

6.2. The Chairman of the Auditing Committee is elected from among the members of the Auditing Committee by a simple majority of votes.

6.3 The Commission controls the financial and economic activities of the Association.

6.4. The Auditing Committee draws up conclusions on annual reports and balance sheets and submits them to the Congress for approval.

7. FINANCES AND PROPERTY. ACCOUNTING AND REPORTING

7.1 To perform the tasks assigned to it, the Association may have funds and other property in its possession. The Association's funds are formed at the expense of:

• one-time (introductory) and periodic (membership and target) fees of members of the Association;
• passive income in accordance with tax legislation;
• arbitration fee;
• revenues received by the Association from the organization and holding of lectures, seminars, conferences, trainings and other events;
• revenues from the distribution of expert and analytical materials related to the field of banking activity;
• other income that is not prohibited by law for a non-profit organization to receive.

7.2 The income of the Association is used exclusively to finance the costs of its maintenance, the implementation of the goal (goals, objectives) and areas of activity defined by the Charter. Distribution of income (profits) or part thereof among the founders (participants), members of the Association, employees (except for remuneration of their work, accrual of a single social contribution), members of management bodies who are not employees of the Association, and other persons related to them is prohibited.

7.3 The Association carries out accounting of the results of its work, keeps statistical reports. The procedure for accounting and statistical reporting is determined by the relevant legislation.

 

8. TERMINATION OF THE ASSOCIATION

8.1 The activity of the Association is terminated by liquidation or reorganization by the decision of the Congress of the Association and on other grounds provided for by the legislation of Ukraine.

8.2 In case of liquidation of the Association according to the decision of the Congress, the liquidation of the Association is carried out by the liquidation commission appointed by the Congress of the Association. From the moment the liquidation commission is appointed, the authority to manage the Association is transferred to it.

8.3 In case of reorganization of the Association, its rights and obligations are transferred to its successor.The Association cannot be reorganized into a legal entity, the purpose of which is to make a profit.

8.4 Liquidation is considered completed, and the Association is considered to be terminated from the moment of its exclusion from the Unified State Register.

8.5 In case of termination of the Association (as a result of its liquidation, merger, division, accession or transformation), the assets of the Association, which remain after satisfaction of creditors' claims and repayment of other debts of the Association, are transferred to one or more other non-profit organizations of a similar type or credited to the state budget.

Presiding

General Meeting of Participants (Congress) ________________ Arzhevitin S.M.

Secretary

General Meeting of Participants (Congress) ________________ Vynnyk K.Y.