Algirdo Brazausko fondas

ASSISTANCE FOUNDATION
“ALGIRDO BRAZAUSKO FONDAS”
ARTICLES OF ASSOCIATION

1.1. Assistance Foundation "Algirdo Brazausko fondas" (hereinafter referred to in the Articles of Association as the Foundation) is a voluntary, independent non-profit organisation that does not have any members.

1.2. The Foundation has the freedom of action, initiative and decisions conferred by the Constitution of the Republic of Lithuania, Charity and Assistance Foundation Law, other Laws of the Republic of Lithuania and Government resolutions; its activities are governed by the Articles of Association registered as it is provided by the law.

1.3. The Foundation is a legal person. It assumes the rights of a legal person as of the date of its registration. The Foundation has a separate balance sheet, its own seal which includes the name, its checking and foreign currency accounts with banks registered in the Republic of Lithuania. The Foundation shall be liable for its obligations to the extent of its assets.

1.4. The name of the Foundation: Assistance Foundation "Algirdo Brazausko fondas".

1.5. The headquarters of the Foundation: Turniškiu g. 30, 2016 Vilnius.

1.6. The duration of the activities of the Foundation - perpetual.

2. Rights and Obligations of the Foundation

2.1. Incorporators of the Foundation are:

1. Algirdas Mykolas BRAZAUSKAS
2. Vytenis ANDRIUKAITIS
3. Juozas BERNATONIS
4. Egidijus BIČKAUSKAS
5. Juozapas BUDRIKIS
6. Povilas GYLYS
7. Algirdas GRICIUS
8. Gediminas ILGŪNAS
9.Egidijus KŪRIS
10. Mečys LAURINKUS
11. Bronislovas LUBYS
12. Arvydas Virgilijus MATULIONIS
13. Andrius MEŠKAUSKAS
14. Aloyzas SAKALAS
15.Albertas SINEVIČIUS
16. Rimandas STONYS
17. Gedeminas ŠAULYS

2.2. Incorporators of the Foundation have the following non-property rights:

2.2.1. to attend the meetings of incorporators with a casting vote;

2.2.2. to receive information on the activities of the Foundation;

2.2.3. to appeal in court the decisions of the meeting of incorporators and the Board and the resolutions of the Administration;

3. Procedure of Leaving (Expulsion) and Concession of Incorporator Rights to Supporters

3.1. Incorporators of the Foundation may leave the Foundation at any time by submitting applications to the meeting of incorporators.

3.2. The incorporator who does not participate in the activities of the Foundation or who fails to execute his undertakings may be expelled only by a resolution of the meeting of incorporators.

3.3. Supporters of the Foundation may be conceded the rights of an incorporator by a resolution of the meeting of incorporators. The number of incorporators of the Foundation is unlimited.

4. Goals of the Foundation

4.1. The goal of the Foundation activities is to encourage and support the development of modern political thinking in Lithuania.

4.2. The Foundation implements its goal by:

4.2.1. promoting the professional and scientific view of politics;

4.2.2. carrying out the publishing work;

4.2.3. publishing a periodical on the activities of the Foundation;

4.2.4. organising scientific and practical conferences and seminars on burning political issues;

4.2.5. developing, organising and fully or partially financing educational programmes and training as well as improving skills of specialists of various fields;

4.2.6. sending young politicians and specialists of the science of politics abroad for training;

4.2.7. providing financial assistance to young and talented politicians, teachers and students of political science;

4.2.8. analysing foreign policy, state government and other urgent issues, and submitting proposals for their solution;

4.2.9. co-operating with national and foreign natural and legal persons and institutions the activities of which are in compliance with the goals of the Foundation.

4.3. In order to implement its goals the Foundation may support activities of other natural and legal persons that are in compliance with the goals of the Foundation.

5. Rights and Obligations of the Foundation

5.1. In order to engage in activities provided by the Articles of Association, the Company may:

5.1.1. have checking and foreign currency accounts with banks registered in the Republic of Lithuania;

5.1.2. have, manage, use and dispose legally acquired assets;

5.1.3. assume obligations and conclude contracts with partners;

5.1.4. pay for goods and services as it is provided by the law;

5.1.5. form associations of non-profit organisations and to leave them;

5.1.6. establish a company supervised by the Foundation, as it is provided by the Charity and Assistance Foundation Law of the Republic of Lithuania;

5.1.7. establish the organisational structure of the Foundation.

5.2. The Foundation must:

5.2.1. keep charity and assistance accounting, indicate the givers and the recipients, amount and purpose of charity and assistance;

5.2.2. to keep books as it is provided by the laws;

5.2.3. provide governmental institutions with financial and accounting information and pay taxes;

5.2.4. use funds transferred by the supporters according to the purpose;

5.2.5. allow supervising public institutions to audit the legality and usage of funds transferred as an assistance.

5.3. The accounting year of the Foundation shall be the calendar year.

6. Income Sources of the Foundation, Usage of Income and Assets

6.1. The Foundation may own assets that were legally acquired in order to perform activities provided by the Articles of Association.

6.2. Assets of the Foundation are separated from assets of the incorporators.

6.3. The sources of income of the Foundation may be:

6.3.1. contributions of the incorporators and funds allocated otherwise;

6.3.2. funds and assets given (donated) by supporters;

6.3.3. legacies bequeathed to the Foundation by a testament;

6.3.4. interest from credit institutions paid for deposited funds;

6.3.5. profit from companies under the supervision of the Foundation and from companies where the Foundation is a participator;

6.3.6. funds and assets allocated for special projects and programmes from similar foundation, programmes and projects;

6.3.7. other legally acquired funds.

6.4. Contributions, gifts and legacies of the incorporators and the supporters may consist of money, property (buildings, equipment, vehicles, etc.) and services.

6.5. The Foundation shall use the funds and assets received for the assistance exclusively for the implementation of the goals provided by the Articles of Association. The Foundation may not provide assistance and otherwise allocate income to its incorporators, members of management bodies and employees, except in cases when they are the subject of relief provided by the Articles of Association of the Foundation.

6.6. The Foundation is prohibited from engaging in commercial activities; it cannot be a true member of an economic association or to borrow funds.

6.7. The supporter of the Foundation may determine the fields of usage of the funds (assets) allocated by him if the usage is within the scope of activities provided by the Articles of Association of the Foundation. Under the request of the supporter, the Foundation has to provide information necessary for the supervision of the fulfilment of the conditions set by the supporter.

6.8. The Foundation may use a part of the assistance income for the following purposes:

6.8.1. administrative expenses and the development of the Foundation activities - max. 20% of the annual income;

6.8.2. establishment and development of companies under the supervision of the Foundation - max. 50% of the annual income including expenditure provided by Paragraph 6.8.1. of the present Articles of Association.

6.9. Funds of the Foundation are accumulated and kept in banks.

6.10. Assets of the Foundation cannot be mortgaged; it is prohibited to guarantee other entities' promissory notes.

7. Managing Bodies of the Foundation and Their Competence

7.1. The managing bodies of the Foundation shall include the meeting of incorporators, the Board and the Administration.

7.2. The supreme managing body of the Foundation shall be the meeting of incorporators.

7.3. The meeting of incorporators shall have the right to:

7.3.1. adopt, amend and supplement the Articles of Association;

7.3.2. elect members of the Board, appoint the inspector and revoke them;

7.3.3. fix the salary of the members of the Board, the inspector and the head of the Administration (if he is a member of the Board);

7.3.4. approve business report of the Foundation;

7.3.5. reorganise or liquidate the Foundation;

7.3.6. establish companies supervised by the Foundation;

7.3.7. decide other issues related to the activities of the Foundation.

7.4. The meeting of incorporators shall be convened at least once a year. The extraordinary meeting of incorporators must be convened if it is requested by at least one incorporator, the inspector of the Foundation or the Board.

7.5. The meeting of incorporators shall be valid if attended by more than 1/2 of the incorporators. Resolutions of the meeting shall be adopted by a simple majority of votes. Each participant of the meeting shall have one vote.

7.6. The Board is a collegiate body consisting of 9 members whose activities are directed by its Chairman.

7.7. The meeting of incorporators shall elect members of the Board, the Chairman of the Board and his three deputies for the period of 3 years. The meeting of incorporators may revoke them before the expiry of the term of office as it is provided by the Articles of Association, also it may re-elect them for the said term of office.

7.8. By notifying the Board in writing at least 14 calendar days in advance, a member of the Board (Chairman, Deputy Chairman) may resign from his post before the expiry of his term of office.

7.9. Persons connected by matrimonial or family relations cannot constitute the majority of the Board. At least half of the Board members must reside in the Republic of Lithuania. Employees of the Administration of the Foundation cannot constitute the majority of the Board members.

7.10. The Board is the executive body of the Foundation; it directs the activities of the Foundation between meetings of incorporators, and performs the following functions:

7.10.1. establishes the structure of the Foundation, the titles, duties, salaries and hiring procedure of the employees of the Administration;

7.10.2. appoints the head of the Administration and Chief Financier (Accountant) and dismisses them from their posts;

7.10.3. establishes the activity strategy and programme of the Foundation;

7.10.4. allocates funds for charity;

7.10.5. approves the valuation of property contributions;

7.10.6. analyses the results of the Foundation activities, income and expenditure estimates, and data on auditing, stock-taking and other records of valuables;

7.10.7. submits reports on the activities of the Foundation to the meeting of incorporators;

7.10.8. performs other functions except those that fall under the competence of the meeting of incorporators.

7.11. The Board adopts decisions in sittings. The sitting shall be valid if attended by at least 2/3 of the members of the Board. Resolutions shall be adopted by a simple majority of votes. Members of the Board have equal voting rights. If the distribution of votes is even, the Chairman of the Board shall have the casting vote. Sittings are convened at least 2 times a year.

7.12. The Chairman and members of the Board must jointly compensate for the losses incurred by the Foundation by reason of the resolutions of the Board adopted in violation of the Articles of Association of the Foundation, the Charity and Assistance Foundation Law and other laws of the Republic of Lithuania. Exempted from the obligation to compensate for the losses shall be persons who voted against the resolution, abstained or did not attend the sitting at which the resolution was adopted,

7.13. Activities of the Foundation shall be organised and performed by the Administration.

7.14. The Administration shall work in compliance with the laws of the Republic of Lithuania and other legal acts, the Articles of Association of the Foundation, work regulations and resolutions of the Board.

7.15. The activities of the Administration of the Foundation shall be managed by the head of the Administration. The Foundation has the Chief Financier (Accountant). The same person cannot occupy both posts.

7.16. The Board of the Foundation appoints the head of the Administration, fixes his salary and concludes the employment contract with him.

7.17. The Board of the Foundation appoints the Chief Financier (Accountant), fixes his salary and concludes the employment contract with him.

7.18. The head of the Administration hires other employees of the Administration and concludes employment contracts with them.

7.19. The Board of the Foundation may terminate the employment contract with the head of the Administration according to the procedure established in the Law on Employment Contract of the Republic of Lithuania, and pending the termination of the contract - restrict his powers.

7.20. In compliance with the Articles of Association of the Foundation, resolutions of the Board and work regulations the head of the Administration shall have the right to:

7.20.1. conclude transactions of the Foundation;

7.20.2. represent the Foundation in court, state and government institutions as well as in co-operation with other natural and legal persons;

7.20.3. manage the assets and funds of the Foundation;

7.20.4. perform other functions except those that fall under the competence of the meeting of incorporators and the Board.

7.21. Following the procedure provided by the laws, employees of the Administration must compensate for the losses incurred by the Foundation by reason of their fault.

8. Control of Financial Activities

8.1. The financial activities of the Foundation must be inspected and audited at the close of the business year. The inspection or audit shall be performed by the inspector. The inspector's (auditor's) post may be held by a natural or legal person, and may not be held by an incorporator, a member of the Board or an employee of the Administration.

8.2. The inspector must:

8.2.1. inspect the annual financial statements of the Foundation and other books and records;

8.2.2. perform financial and accounting inspections on the instruction of the meeting of incorporators or the Board;

8.2.3. report the violations disclosed in the course of inspection to the next meeting of incorporators.

8.3. The Administration and the Board of the Foundation must present to the inspector (auditor) the books and records requested by him.

8.4. The Foundation may pay the inspector (auditor) a salary for his work. The amount of the salary or the payment conditions shall be determined by the meeting of incorporators.

8.5. The inspector shall be liable under law for unsatisfactory control of the activities of the Foundation and concealment of deficiencies in its activities.

9. Establishment and Liquidation of Affiliates, Their Powers

9.1. According the laws of the Republic of Lithuania and in order to implement the goals provided by its Articles of Association the Foundation may establish affiliates by a resolution of the meeting of incorporators.

9.2. The affiliate is a division of the Foundation possessing a separate registered office. The affiliate shall not be a legal person and shall use the name of the Foundation as a legal person. The affiliate shall operate within the powers which are granted by the Foundation and which must be specified in the Articles of Association of the affiliate. The assets of the affiliate of the Foundation shall be accounted in the balance sheet of the Foundation and in a separate balance sheet of the affiliate.

10. Reorganisation and Liquidation of the Foundation

10.1. The Foundation may not be reorganised into a company or organisation of another type.

10.2. The Foundation may be reorganised by a resolution of the meeting of incorporators. The Foundation may be reorganised in the following ways:

10.2.1 by merger with other foundations;

10.2.2. by division of the Foundation into several independent foundations.

10.3. All rights and liabilities of the reorganised Foundation are overtaken by the foundations operating after the reorganisation.

10.4. The assets of the Foundation must be valued during the reorganisation. The auditor or inspector must submit his report on the assets prior to the meeting of incorporators which plans to discuss the reorganisation of the Foundation.

10.5. The reorganisation of the Foundation must be publicly announced twice in "Valstybes Žinios"; the second announcement should be made at least in 30 days after the first announcement.

10.6. The Foundation may be liquidated on the following grounds:

10.6.1. the meeting of incorporators has passed a corresponding resolution;

10.6.2. the court has passed a decision to liquidate the Foundation for the violations of law established by the laws.

10.7. The body which makes the decision to liquidate the Foundation shall appoint the liquidator and determine his powers. The Foundation shall acquire the status of the foundation in liquidation: the managing bodies shall be divested of the powers to manage the Foundation, their functions shall be overtaken by the liquidator.

10.8. After the liquidation of the Foundation, the liquidator shall draw up the Statement of Liquidation, remove the Foundation from the register, return the Registration Certificate to the issuing authority.

10.9. During the liquidation of the Foundation, its assets and income from the sale of its property have to be transferred to another foundation or other foundations whose objectives are similar to objectives provided by the Articles of Association of the Foundation in liquidation, and in the absence of such foundations - to other foundations. The liquidator determines the successor to the assets of the Foundation.

Incorporators:

Algirdas Mykolas BRAZAUSKAS /signed/ Vytenis ANDRIUKAITIS /signed/ Juozas BERNATONIS /signed/ Egidijus BIČKAUSKAS /signed/ Juozapas BUDRIKIS /signed/ Povilas GYLYS /signed/ Algirdas GRICIUS /signed/ Gediminas ILGŪNAS /signed/ Egidijus KŪRIS /signed/ Mečys LAURINKUS /signed/ Bronislovas LUBYS /signed/ Arvydas Virgilijus MATULIONIS /signed/ Andrius MEŠKAUSKAS /signed/ Aloyzas SAKALAS /signed/ Albertas SINEVIČIUS /signed/ Rimandas STONYS /signed/ Gedeminas ŠAULYS /signed/

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The Translator is acquainted with the criminal amenability according to Article 293 of Criminal Code of the Republic of Lithuania for deliberate incorrect translation.