AUB Charter

Charter of the Association of Ukrainian Banks (version of December 2020)

APPROVED
By the General Meeting of Members (With 'yezda)
Associations of Ukrainian banks
Protocol No. 18 of December 4, 2020

 

 

 



STATUTES

ASSOCIATIONS OF UKRAINIAN BANKS

EDRPOU Code 21562073

(NEW EDITION)

 

 

 

 

 

 

 

 

 

 

 

m. Kyiv - 2020

 

 

AND. GENERAL PROVISIONS

 

1.1. The Association of Ukrainian Banks (hereinafter - the Association) acts on the basis of and in accordance with the requirements of the Law of Ukraine "On Banks and Banking Activities", 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 created 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 informational exchange, developing recommendations for improving banking activity.< /p>

1.3. The association is a non-state, independent, voluntary, non-business organization that unites banks, banking associations, as well as other institutions, enterprises and organizations.

The association is a non-profit organization.< /span>< /p>

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

The Association is not responsible for the obligations of its members, 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:< /span >

full: Association of Ukrainian Banks,

abbreviated: AUB.

The association has its balance, seals, stamps, symbols, Bank accounts. The association owns separate property under 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:

-  to open 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 the countries of Europe and the world, to act as a founder of such associations;

-  act as the founder of enterprises, institutions, organizations;

-  own, use and dispose of one's own confidential information of a professional, business, banking, commercial and other nature. Confidential information is distributed under the conditions determined by the Association, which independently establishes the mode of access to such information, including its belonging to the confidential category, and introduces a protection system for it.

1.7. Location of the Association: 02002, Kyiv, str. Yevhena Sverstyuk, 15.

 

2. BASIC PRINCIPLES OF ACTIVITY

AND  TASKS OF THE ASSOCIATION

2.1. The association operates on the basis of the following principles:

-  legality;

-  compromise resolution of issues taking into account the interests of all members of the Association;

-  trust and mutual assistance in relations between members of the Association;

-  voluntary participation of members of the Association in projects and programs carried out according to the decisions of the Council of the Association;

-  mandatory implementation of decisions made by the Association Congress;

-  independence and independence from state structures.

2.2. The main tasks of the Association are:

-      ;     protection of the rights and interests of the members of the Association, provision of legal guarantees for their activities;

-          formation of the position of the Association members on important issues of their activity and presentation of the stated position in relations with third parties;

-      ;     promoting the creation of a legal framework for banking, financial and other business activities;

-      ;     development and formation of ways and directions of development of the economy and the banking system of Ukraine as a single complex;

-      ;     promoting the improvement of qualifications and professionalism of specialists in the financial sphere;

-      ;     acquainting the public with the activities of the Association's members and their role in the economic life of Ukraine;

-      ;     promoting the implementation of provisions of antimonopoly legislation in the financial sphere;

-      ;     establishment of mutual trust, reliability, decency and business partnership in relations between members of the Association and clients;

-      ;     ensuring and providing access to non-state independent dispute resolution through the creation and operation of a permanent arbitration court at the Association;

- bringing to the members of the Association information about projects of legislative and regulatory acts, court practice.

2.3. To achieve the specified tasks, the Association:

-   analyzes legislative and regulatory projects acts that concern banking and financial activities, seeks the acceptance of its comments and proposals by the Verkhovna Rada of Ukraine, the Cabinet of Ministers of Ukraine, the National Bank of Ukraine (hereinafter - NBU), other state bodies during the consideration of such projects;

-      ;     supports 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, 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 schools, centers and training and retraining courses independently or jointly with other organizations;

-      ;     cooperates with the mass media, holds press conferences, issues an informational and analytical bulletin and other materials;

-      ;     provides advice and assistance to its members in all matters related to their activities;

-      ;     independently or together with other organizations organizes and conducts conferences, symposia, seminars, trainings, lectures, etc.and activities;

-      ;     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, establishment of business contacts;

-      ;     conducts work with the aim of establishing uniform approaches to banking ethics for the entire banking system of Ukraine and examines the facts of violations by banks of the established rules and standards of banking ethics;

-      ;     involves representatives of the Association's members to participate in events held by state authorities and management for the purpose of developing the banking system and economy of Ukraine;

-      ;     creates or acts as the founder of enterprises, institutions and organizations;

-      ;     forms a constantly active  Arbitration court;

-    refers to law enforcement bodies in order to protect the interests of their members and their employees.

2.4. The association does not carry out independent business activities, does not control and manage the business activities of its members. The association implements its powers and tasks without the goal 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 were created in accordance with the current legislation of Ukraine, recognize the Statute of the Association, pay entry and membership fees.

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

Members of the Association retain full economic and financial independence.< /span>

3.2. Their leaders or authorized representatives act on behalf of the Association's members when exercising their rights and legitimate interests.

3.3. Admission to the membership of the Association is carried out on the basis of a written application of a legal entity wishing to join the Association. The decision on membership of 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 Council of the Association adopts the relevant decision.

3.4. Membership in the Association is terminated in case of:

3.4.1. liquidation of the Association member. In this case, the person terminates membership in the Association automatically, at the same time as it is excluded from the Unified State Register;

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

3.4.3. failure to pay membership fees for more than six months in the current year. The date of termination of membership in the Association in case of non-payment of membership fees is the date such member of the Association receives 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 exclude from the Association its member who violates the legislation of Ukraine or the Statute of the Association, allows improper actions that negatively affect the prestige of the members of the Association. In this case, the date of expulsion of a member of the Association is considered to be the date of adoption of the relevant decision by the Council of the Association.

 

4.      RIGHTS AND OBLIGATIONS OF ASSOCIATION MEMBERS

4.1. Members of the Association have the right to:

-    select governing bodies Associations;

-      ;     submit proposals to the agenda of the Association Congress no later than two weeks before the start of its work;

-      ;     participate in the work on documents defining 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;

-      ;     to receive the support of the Association during the consideration of controversial issues in the bodies of state power and management, as well as in the NBU;

-      ;     to be part of regional associations of banks or regional representative offices and branches of the Association,

-      ;     voluntarily leave the Association.

Members of the Association have equal rights and obligations.

4.2. Members of the Association are obliged to:

-      ;     to comply with the Charter and implement the decisions made by the Congress;

-      ;     adhere to business ethics, the principles of fair competition, unconditional compliance with the rules of ethical and professional behavior during activity on the Ukrainian market;

-      ;     to participate in the implementation of the goals and objectives of the Association;

-          increase work efficiency, 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 do not constitute a commercial secret, as well as independently notify about reorganization, change of managers, names, locations, office telephone numbers of managers of the Association member;

-  not to disclose information that is a commercial secret, even after leaving the Association.

 

5.  MANAGEMENT BODIES OF THE ASSOCIATION

5.1. The Association is managed by:

-      ;     General meeting of the members of the Association (hereinafter referred to as the Congress);

-      ;     Council of the Association;

-      ;     President of the Association.

5.2. The highest 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 issues of the agenda do not vote and have the right to express their position on the issues of the agenda. A member of the Association has the right to be represented by his manager or a person authorized by him.

5.3. Regular 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 need to send a joint written statement to the Chairman of the Association Council with a draft agenda. The Extraordinary Congress is convened by the Council of the Association no later than 30 days from the moment of receipt of the written statement of the Association members about convening an extraordinary Congress.

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

Decisions of the Congress are adopted by a majority of at least ¾ of the votes of representatives of AUB members present at the Congress on the following issues:

-      ;        acceptance of changes to the Statute of the Association;

-          making a decision to terminate the Association.

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

5.6. The competence of the Association Congress includes:

-  adoption of changes to the Association Charter;

-  review and approval of the reports of the Council, the President and the Audit Commission of the Association;

-  consideration and annulment of decisions of the Association Council on the exclusion of a member of the Association from its membership;

-  approval of the main areas of activity of the Association and consideration of issues proposed by its members;

-  establishment of the size and term of payment of entrance and membership fees;

- election of the President of the Association for a term of four years;< /span>

-    election for a term of four years of the Chairman of the Association Council, members of the Association Council and members of the Audit Commission;

-  approval of the Regulations on the Council of the Association;

-  making decisions on any issues of the Association's activity;

-  making a decision to terminate the Association;

- delegation of a certain part of the proper powers of the Congress to the Council Association or the President of the Association.

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

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

The Council of the Association consists of thirteen people. The President and the first Vice-President of the Association are ex officio members of the Council of the Association. The other eleven members of the Council of the Association are elected by the Congress.

Members of the Association Council work on public grounds.

Membership in the Council is personal and cannot be transferred to other representatives members of the Association.

Membership in the Council is terminated in the following cases:

-  election of a new member of the Association Council,

-  death, restriction of legal capacity of a Council member,

-  exclusion of a member of the Council from the governing body of that member of the Association from which such a person was elected,

-  termination of representation by a member of the Council from that member of the Association from which such a person was elected,

-  voluntary withdrawal of a member of the Association Council upon his application for withdrawal from the Association Council,

-  termination of membership in the Association of the legal entity from which such Council member was elected as a representative,

-  self-removal of a Council member from Council work, systematic refusal to participate in Council meetings. In this case, the decision to exclude a member of the Council from its composition is made by the Council of the Association.

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

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

5.8. Council 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 the draft of the main areas of activity of the Association for the next two years;

-  supervises the implementation of the decisions of the Congress and the main areas of activity of the Association approved by them;

-  makes a decision on admission to the Association and exclusion from it of members on the grounds and in the manner provided for in clause 3.4.4 of the Statute;

-  approves the estimate for the maintenance of the Association;

-  establishes the size of the President's official salary;

-  approves the Regulation on awarding the Association's employees and paying them remuneration based on the results of work for the year;

-  on the proposal of the President of the Association, approves the vice-presidents of the Association;

-  approves, on the proposal of the President of the Association, the Regulations, Regulations and the list of arbitrators of the permanent arbitration court of the Association and facilitates its work;

-  establishment of the size and term of payment of entrance and membership fees;

-  determines the procedure for payment of membership fees for members of the Association, admitted to its composition with the right of an advisory vote;

-  excludes from its composition a member of the Council who removes himself from the work of the Council, systematically does not take part in the meetings of the Council.

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

A meeting of the Association Council is valid if attended more than half of its composition.

5.9. Chairman of the Association Council:

-  heads the Council of the Association,

-  presides over Congresses and meetings of the Association Council;

-  carries out current control over the implementation by the executive body of the Association of the decisions of the Congresses and the Council of the Association;

-  submits proposals regarding candidacies for the position of President and members of the Association Council.

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

President of the Association:

-  organizes the implementation of decisions of Congresses and the Council of the Association;

-  manages the current activities of the Association,

-  represents the Association in state authorities, public and international organizations, in relations with foreign partners;

-  performs actions 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 convening;

-  determines the structure, number of employees, salaries of the Association's employees within the approved estimate of the labor fund;

-  makes decisions on hiring, firing and rewarding the Association's employees;

-  submits to the Council for approval candidacies for the position of vice-presidents;

-  concludes transactions on behalf of the Association, including contracts, and gives orders on his behalf to receive material values;

-  opens current and other accounts in banks, signs monetary and settlement documents with the first signature;

-  provides connections with foreign associations of banks and other organizations;

-  makes suggestions regarding the nominations of the Chairman and judges of the AUB Arbitration Court.

The president of the Association can delegate his rights to the vice-presidents and other employees of the Association.

 

6. REVISION COMMISSION

6.1. The audit commission is elected by the Congress and is solely accountable to it. The Congress determines the quantitative composition of the Audit Commission and the order of its activities.

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

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

6.4. The audit commission draws up conclusions based on annual reports and balance sheets and submits them to the Congress for approval.

 

7. FINANCE AND PROPERTY. ACCOUNTING AND REPORTING

7.1. In order to fulfill the tasks assigned to it, the Association may have funds and other property in its possession. The funds of the Association are formed at the expense of:

-  one-time (introductory) and periodic (membership and target) contributions of Association members;

-  passive income in accordance with tax legislation;

-  arbitration fee;

-  income received by the Association from organizing and holding lectures, seminars, conferences, trainings and other events;

-  income from the distribution of expert, analytical materials related to the sphere of banking activity;

-  other revenues that are not prohibited by law to be received by a non-profit organization.

7.2. The income of the Association is used exclusively for financing expenses for its maintenance, implementation of the purpose (goals, tasks) and directions of activity defined by the Charter. The distribution of received income (profits) or their part among the founders (participants), members of the Association, employees (except for payment of their labor, calculation of a single social contribution), members of management bodies who are not employees of the Association, and other related persons 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 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 of the appointment of the liquidation commission, powers regarding the management of the Association are transferred to it.

8.3. Upon reorganization of the Association, its rights and obligations are transferred to its legal successor.

The association cannot be reorganized into a legal entity, the purpose the activity of which is obtaining profit.

8.4. The liquidation is considered completed, and the Association as having ceased its activity, from the moment of its exclusion from the Unified State Register.

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

 

Chairman< /span>

General meeting of participants (Congress)      ________________       Arzhevitin S.M.   

 

Secretary< /span>

General meeting of participants (Congress)       ________________       Topachevska S.Yu.

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The mission of the Association of Ukrainian Banks is to support the development of the national banking system. The AUB cooperates with the Verkhovna Rada of Ukraine on improving the legislation governing banking activities, and interacts with the National Bank of Ukraine on regulatory support for the functioning of banks and non-bank financial institutions. The CBA takes care of the professional development of bank employees, expands international relations with associations and banking institutions of other countries.

 

Contacts

    Address:
str. Yevhena Sverstyuka,
15 Kyiv 02002 Ukraine


   Email :
secret@aub.org.ua


    Phones:
+380 (44) 516-8775

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