Charter

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APPROVED WITH AMENDMENTS

Extraordinary General Meeting of Members

PUBLIC UNION

“ASSOCIATION “HYDROPOWER OF UKRAINE”.

Minutes No. 2/23 of May 25, 2023

STATUTE

PUBLIC UNION

“ASSOCIATION “HYDROPOWER OF UKRAINE”

с. Kyiv, 2023.

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  1. GENERAL PROVISIONS.

  • The Public Union “ASSOCIATION “HYDROENERGY OF UKRAINE” (hereinafter referred to as the Association), established by the decision of the Constituent Assembly of the founders set forth in the Minutes No. 1 dated September 26, 2017, operates in accordance with the Constitution of Ukraine, the Law of Ukraine “On Public Associations”, the Tax Code of Ukraine, this Charter and other internal documents of the Association.
  • The Association is a non-profit voluntary public association established on the basis of the unity of interests and aspirations of the Association members to jointly exercise their rights and freedoms, satisfy ideological, economic, social and other interests.
  • The Association operates on the principles of voluntariness, self-government, transparency, equality of rights and obligations of its members and free choice of the territory of its activities.
  • The Association, within the provisions of this Statute, is free to choose its activities, but does not aim to make a profit from them.
  • The Association, in accordance with the current legislation, interacts with state authorities, local governments, other public associations, legal entities and individuals.
  • Separate subdivisions of the Association shall be formed without the status of a legal entity and shall operate on the basis of the Association’s Charter.
  • The Association acquires the rights of a legal entity from the moment of its state registration in accordance with the current legislation of Ukraine, has an independent balance sheet, acquires and alienates property rights, has its own seal, stamps and letterheads with its own name, accounts in banking institutions, including in foreign currency.
  • The Association shall have its own symbols, which shall be approved by the statutory bodies of the Association and registered and used in accordance with the procedure established by the legislation of Ukraine.
  • The Association shall have the right to act as a party to civil law relations, acquire property and non-property rights, bear obligations, be a plaintiff and defendant in court, and own funds and other property.
  • The Association shall have the right to represent and defend its legitimate interests and the interests of its members in state bodies in accordance with the procedure established by law.
  • The Association shall not be liable for the personal obligations of its members, and its members shall not be liable for the obligations of the Association.
  • Name of the Association:
  • full name in Ukrainian: PUBLIC UNION “ASSOCIATION “HYDROENERGY OF UKRAINE”;
  • abbreviated names in Ukrainian – ASSOCIATION

“HYDROPOWER OF UKRAINE”, “ASSOCIATION “HYDROPOWER OF UKRAINE”; • proper name in English «ASSOCIATION «HYDROPOWER OF UKRAINE».

1.13. Location (legal address) of the Association: 04112, Ukraine, m. Kyiv, ul. Aircraft designer I. Sikorsky, 8.

  1. FOUNDERS OF THE ASSOCIATION.

2.1. The founders of the Association are:

  • LIMITED LIABILITY COMPANY “SCIENTIFIC AND

TECHNICAL COMPANY ENPASELECTRO”, EDRPOU code 21573438, located at: 01103, Ukraine, m. Kyiv, ul. 18a Kikvidze Street.

  • All-Ukrainian Public Organization “ASSOCIATION “UKRHYDROENERGO“, EDRPOU code 34495050, location: 04112, Ukraine, m. Kyiv, ul. Aircraft designer I. Sikorsky, 8. (hereinafter referred to as the “Founders”).

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2.2. The powers of the Founders of the Association shall be deemed terminated after the state registration of the Association in accordance with the procedure established by law, from the moment of which the Founders automatically acquire the rights and obligations of members of the Association in accordance with this Charter.

  1. PURPOSE(S) AND ACTIVITIES OF THE ASSOCIATION.

3.1. The purpose(s) of the Association’s activities are:

  • Promoting the creation of the most favorable conditions for the development of hydropower in

Ukraine, improving its efficiency and reliability;

  • to coordinate the activities and efforts of the Association’s members to develop the areas of the Association’s activities set out in this Charter and to resolve other related issues, without the right of the Association to interfere with the activities of its members, including their production and commercial activities and their management decisions;
  • satisfying and protecting the legitimate social, cultural, economic and other common interests of its members.

3.2. Main activities of the Association:

  • interacting with the authorities responsible for state management and regulation in the energy sector, other state and local authorities, institutions and organizations in the development and implementation of programs for the development and support of domestic hydropower;
  • Participation in programs for the integrated use of hydropower resources, including solving the problems of large and small rivers in Ukraine;
  • promoting the development of the innovative potential of the hydropower industry, including research on the development of the latest environmentally friendly technologies; – facilitating the provision of relevant information to the hydropower sector on modern technical developments, industrial standards and regulations, new machinery and hydropower equipment, materials, advanced installation and maintenance technologies;
  • Promoting the reliability and safe operation of existing hydraulic structures and those under construction (dams, dikes, catchments, locks);
  • Participation on a voluntary basis in legislative activities on issues related to the development of the hydropower sector of Ukraine’s energy sector in order to strengthen the position and accelerate the development of the industry;
  • assisting EBA members in finding new markets for their work and services, in acquiring modern knowledge and skills in other promising areas of activity;
  • facilitating the establishment, establishment and development of professional and international relations of hydropower entities, and the implementation of joint investment projects;
  • Assistance to EBA members in finding new markets for works and services, in mastering modern knowledge and skills in other promising industries

activities;

  • representation and protection of the legitimate interests of the EBA members and coordination of their activities;
  • popularization of the Association and its activities by:
  • representing the interests of the EBA members in Ukraine and making presentations of the Association at various seminars, conferences, forums and congresses, including international ones;
  • preparing analytical materials, articles, presentations, and press conferences to highlight the Association’s position on important and topical issues of the hydropower industry;
  • organizing specialized events (seminars, conferences, working meetings, meetings of the Scientific and Technical Council with the participation of other state and public institutions) for the Association members and hydropower market participants;

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  • coverage of the Association’s activities and current news on the development of hydropower in Ukraine and the world, activities of the Association’s members, etc. on the Association’s website and other media;
  • maintaining a positive image of hydropower in society and promoting ideas and ways to develop the industry.
  • representing the interests of the Ukrainian hydropower community in international specialized associations through direct membership and cooperation, establishing cooperation with European and other international specialized associations and organizations.
    • Асоціація та її члени Асоціації не здійснюють будь-яких узгоджених дій, що можуть обмежити конкуренцію між членами (учасниками) Асоціації.
    • The EBA does not allow and does not direct its activities to exert a decisive influence on the economic activities of the members of the Association or to coordinate their competitive behavior.
  1. LEGAL STATUS OF THE ASSOCIATION.

  • The Association is a legal entity that acquires this status under the laws of Ukraine.
  • The association was created for an indefinite period.
  • The Association is the owner of legally separate property, has an independent balance sheet, accounts in banks, including in foreign currency, a seal, stamp, letterhead with its name and its own symbols approved in accordance with the procedure established by this charter.
  • In order to achieve its goals and fulfill its statutory tasks, the Association has the right to:
  • act as a participant in civil law relations, acquire property and non-property rights and bear obligations, enter into transactions and agreements necessary to fulfill the purpose

Associations;

  • represent and protect its legitimate interests and the interests of its members (participants) in government agencies and organizations;
  • to be a plaintiff in court, commercial, administrative and arbitration courts in accordance with the laws of Ukraine;
  • support other associations of citizens that have a common goal with the Association;
  • to make proposals to public authorities and management bodies;
  • disseminate information and promote the ideas and goals of the Association;
  • to establish a media outlet;
  • to carry out business activities through legal entities (companies, enterprises) established in accordance with the procedure provided for by the current legislation of Ukraine in order to fulfill the statutory objectives and implement the activities of the Association;
  • join international public (non-governmental) organizations, form unions, maintain international contacts and relations, enter into relevant agreements, and participate in activities that do not contradict current laws and international obligations of Ukraine;
  • have other rights provided for by the laws of Ukraine and international legal acts.

  1. MEMBERS OF THE ASSOCIATION. THEIR RIGHTS AND OBLIGATIONS.

  • Membership in the Association is voluntary.
  • Members of the Association have equal rights and obligations. The Presidium shall issue to each member of the Association a certificate of a member of the Association of a unified form approved by the governing statutory bodies of the Association.
  • Founders who participate in the Constituent Assembly shall become members of the Association after its state registration.

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    • Members of the Association may be legal entities of private law, including public associations with the status of a legal entity, and individuals who have reached the age of 18 and have not been declared incapacitated by a court, provided that these persons share the purpose(s) and activities of the Association, recognize and comply with the provisions of this Charter, are admitted to the Association in accordance with the procedure established by this Charter and timely pay membership fees in the manner and amounts determined by the governing statutory bodies of the Association in accordance with the provisions of this Charter.
    • The title of an honorary member of the Association may be granted to a member of the Association who has made a particularly significant contribution to the activities of the Association. The rights and obligations of an honorary member of the Association are determined by a separate regulation on an honorary member, which is approved by the governing statutory bodies of the Association.
    • Admission to and withdrawal from the Association of members is carried out by the governing statutory bodies of the Association, on the basis of a written application (for individuals) and a decision of the governing body on membership (for legal entities) submitted to the Association.
    • Upon joining the Association, a newly admitted member of the Association shall pay an entrance fee, the amount and procedure for payment of which shall be established by the Presidium of the Association.
    • Members of the Association have the right to:
  • elect and be elected to the governing bodies of the Association;
  • receive information about the activities of the Association;
  • submit proposals on the Association’s activities and the establishment of its separate subdivisions for consideration by the General Meeting of Members and the Presidium of the Association;
  • use the Association’s information service and receive methodological materials and consultations;
  • participate in all events held by the Association in the forms provided for by this Charter;
  • at any time submit an application for termination of their participation in the Association and voluntary withdrawal from it.

5.9. Members of the Association are obliged to:

  • contribute to the development of the Association and take an active part in its activities;
  • to comply with the requirements of this Charter, decisions of the governing statutory bodies of the Association, and to facilitate their work;
  • promote the expansion of the EBA’s relations, including international ones, and disseminate positive information about the EBA and its activities;
  • provide the Association with information necessary for its activities;
  • to pay entrance, membership and other types of fees determined by the governing statutory bodies of the Association and not prohibited by the legislation of Ukraine.
    • By the decision of the governing statutory bodies of the Association, a member of the Association may be expelled from the Association in case of violation of the Charter of the Association, incorrect actions in relation to the Association or its individual members. Decisions on this issue are made by a simple majority of votes of the members of the governing statutory body of the Association. Its decision on expulsion may be appealed in accordance with the provisions of this Charter.
    • Termination of membership in the Association occurs automatically and does not require a decision of the governing statutory body of the Association in such cases:
  • identification of non-compliance with the requirements for membership in the Association;
  • recognition of a person as incapacitated in accordance with the procedure established by law;
  • the entry into force of a guilty verdict against a member of the Association who has committed an intentional crime;
  • submission of an official application for withdrawal from the Association of their own free will (for an individual) and in accordance with the decision of the governing body (for legal entities);
  • actual termination of a legal entity or death of an individual.

5.12. In the event of termination of membership in the Association for any reason, the termination of such a member (for individuals) and its representative (for legal entities) in any elected positions in the Association shall be simultaneously terminated.

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  1. THE PROCEDURE FOR THE ESTABLISHMENT AND OPERATION OF THE ASSOCIATION’S GOVERNING STATUTORY BODIES (MANAGEMENT BODIES) AND THEIR POWERS.

6.1. The governing statutory bodies of the Association are:

  • The General Meeting of Members of the Association (hereinafter – the General Meeting) is the supreme governing body

Association;

  • Presidium of the Association – executive body of the Association; ˗ Executive Directorate – is a subsidiary body of the Association;
  • The Audit Committee is the supervisory body of the Association.

General meeting of the Association’s members.

  • The supreme body of the Association is the General Meeting of the Association’s members. The First General Meeting is the Constituent Assembly, which is attended by the founders of the Association and other invited persons.
  • The General Meeting of Members of the Association shall be convened and held at least once a year. The decision to convene a regular General Meeting shall be made by the Presidium of the Association, and an extraordinary General Meeting shall be convened at the request of at least 10% of the total number of members of the Association or at the request of the President, the Presidium and the Audit Committee.
  • The Executive Directorate of the Association, on behalf of the Presidium, shall announce the convening of the General Meeting of Members of the Association and its agenda in writing by registered mail, fax, telegraph or e-mail no later than one (1) month before the date of the General Meeting.

Proposals for the agenda of the General Meeting shall be sent by the members of the Association to the Presidium or the Executive Directorate of the Association not later than 20 (twenty) days before the date of convening the General Meeting.

  • The General Meeting of the Association’s members shall have the right to make decisions on any issues of the Association’s activities. The exclusive competence of the General Meeting of the Association’s members shall include decision-making on the following issues:

˗ determining the main areas of the Association’s statutory activities;

˗ review and approval of long-term programs of the Association’s activities;

˗ approval of the Association’s Charter and amendments thereto;

˗ making a decision to terminate the activities of the Association, appointing a liquidation commission (liquidator);

˗ making decisions on the election and recall of the President of the Association, Vice-Presidents of the Association and other members of the Presidium of the Association;

  • awarding the title of Honorary President of the Association in accordance with the Regulations on

Honorary President of the Association;

  • approval of the annual financial plan (budget) of the Association;
  • election and recall of the Chairman and members of the Audit Committee of the Association;
  • Adoption and approval of the Regulations on the Presidium of the Association and the Audit Committee of the Association;

˗ review and approval of reports on the activities of the President, the Presidium of the Association and its Audit Committee;

  • making a decision on the establishment by the Association of other legal entities (enterprises, organizations) for the purpose of carrying out economic and financial activities in the interests of the Association and in accordance with the objectives and directions of its activities;
  • making a decision on alienation of the Association’s property in the amount of 50 (fifty) percent or more of the Association’s property or on imposing encumbrances on such property.
    • The powers to resolve issues that do not fall within the exclusive competence of the General Meeting of Members of the Association shall be delegated to the Presidium of the Association.
    • The General Meeting shall be competent to make decisions if at least two-thirds of the total number of members (their representatives) of the Association participate in its work. The resolution of the General Meeting shall be deemed adopted if more than half of the members (their representatives) of the Association present at the General Meeting of Members voted for it.

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Voting at a meeting of the General Meeting of Members of the Association may be held using electronic means of electronic communication, including remotely, as well as other technical means not prohibited by law.

Resolutions on termination of the Association’s activities, approval of its Charter and amendments thereto, disposal of 50% or more of the Association’s property shall be deemed adopted if at least ¾ of the members (their representatives) present at the General Meeting of the Association’s members vote for it.

The Presidium and the President of the Association.

  • The Presidium is a permanent executive body of the Association, authorized to resolve all issues of the statutory activities of the Association, except for issues within the exclusive competence of the General Meeting.
  • Meetings of the Presidium of the Association are held as needed, but at least once a quarter. Decisions on the next convocation of the Presidium of the Association are made by the President of the Association. Decisions on the early convocation of the Presidium of the Association may be made by any member of the Presidium, as well as at the request of the General Meeting and the Audit Committee of the Association.
  • The composition of the Presidium and changes in its composition shall be approved by the General Meeting of the Association upon the proposal of the President of the Association. The Presidium consists of the President of the Association, Vice-Presidents of the Association and other members of the Presidium from among the members of the Association. The total number of members of the Presidium of the Association may not exceed 21 persons. The term of office of the Presidium of the Association is 3 years.
  • A meeting of the Presidium of the Association shall be deemed competent if it is attended by more than two-thirds of the total number of its members. The decision of the Presidium of the Association shall be deemed adopted if more than half of the members of the Presidium of the Association present at the meeting voted for it. In case of a tie, the vote of the President of the Association is decisive. Voting at a meeting of the Presidium of the Association may be conducted using electronic means of communication, including remotely, as well as other technical means not prohibited by law.
  • The powers of the Presidium of the Association include:
  • management of the current activities of the Association in the period between the General Meetings of Members

Associations;

  • establishing the Executive Directorate and the Scientific and Technical Council upon the proposal of the President of the Association;
  • convening an extraordinary General Meeting of the Association’s members;

˗ ensuring the implementation and control over the implementation of decisions of the General Meeting of the Association’s members;

˗ determination of the Association’s position on socio-economic and organizational issues of its activities, preparation of relevant proposals for consideration at the General Meeting of the Association’s members;

˗ maintaining documentary records of the Association’s members;

˗ establishing the amount and procedure for payment of entrance, membership, special-purpose and other types of fees to the Association, granting benefits when paying membership fees;

˗ review and approval of the annual financial plan (budget) of the Association;

˗ preparation and submission for approval to the General Meeting of amendments to the Charter, regulations on the Presidium and the Audit Committee of the Association and other regulatory documents, the approval of which is the exclusive competence of the General Meeting of Members of the Association;

˗ review and approval of the regulations on the Executive Directorate, the Scientific and Technical Council of the Association, on incentives and remuneration in the Association, on membership in the Association and other regulatory documents that regulate the current activities of the Association and are not included in the list of internal documents of the Association, the approval of which is the exclusive competence of the General Meeting of the Association;

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˗ making a decision on admission to the Association, granting the status of honorary membership, expulsion from the Association in cases established by the Charter;

  • making decisions on the Association’s participation in other public associations, membership in international and foreign organizations;

˗ prepare and submit for approval to the General Meeting of Members of the Association annual reports and reports on the activities of the Association and the implementation of the financial plan (budget) of the Association;

˗ Exercise of other powers provided for by the Charter and internal documents of the Association.

  • The President of the Association is the highest official of the Association and is elected by the decision of the General Meeting for a term of 3 years.

A person who holds or has previously held the position of the President of the Association may be elected (re-elected) to this position for a new term. There is no limit to the number of re-elections (terms of office) of the same person to the post of President.

  • The President of the Association shall have the following rights and obligations within his/her competence:
  • organization of the work of the Presidium, is personally responsible for the implementation of the decisions of the General Meeting and the Presidium of the Association;
  • convening meetings of the EBA Presidium, preparing materials for meetings of the EBA General Meeting of Members, the Presidium of the EBA, chairing meetings of the Presidium and meetings of the EBA General Meeting of Members;
  • representation of the Association in relations with central and local government authorities, other state and non-state Ukrainian, foreign and international organizations, enterprises, and individuals without a power of attorney;
  • making transactions, signing contracts, agreements (including international ones), memorandums of cooperation and actions on behalf of the Association without a power of attorney;
  • day-to-day management of the property and financial resources of the Association;
  • convening an extraordinary General Meeting of the Association’s members;
  • Approval of the staffing tables of subsidiary bodies and filling of positions according to them;
  • appointing the Executive Director and other staff members of the Association’s subsidiary bodies, concluding employment agreements (contracts) with them in accordance with the current legislation of Ukraine;
  • coordination of the current work of the EBA Presidium members;
  • the possibility of transferring some of their rights and obligations to other officers of the Association.
    • The President of the Association, within the limits of his/her powers determined by this Statute, shall issue orders and instructions that shall be binding on all officials and employees of the Association.
    • If necessary, by the relevant decision of the President of the Association, which shall be formalized in the form of an order of the Association, the exercise of all or some of the powers, rights and duties of the President, including those of a representative nature, may be assigned to the Vice-Presidents and the Executive Director of the Association.

Executive Directorate of the Association.

  • The Executive Directorate is an auxiliary body of the Association, which is established upon the proposal of the President of the Association and by the decision of its Presidium and assists them in organizing the implementation of the statutory tasks and decisions of the General Meeting of the Association and the Presidium and in carrying out current financial and economic activities.
  • The Executive Directorate consists of the Executive Director and other staff members hired by the President of the Association in accordance with his/her powers.

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    • The Executive Directorate shall exercise its powers on the basis of this Charter and the Regulations on the Executive Directorate, which shall be approved by the Presidium of the Association.
    • The work of the Executive Directorate is managed by the Executive Director appointed by the President of the Association. The Executive Director may simultaneously hold another elected position in one of the governing statutory bodies of the Association, except for the supervisory body.
    • The Executive Director of the Association shall be an official of the Association and shall sign an employment agreement (contract) in writing.
    • The Executive Director manages the Executive Directorate within the limits of his/her powers, which are determined by the employment agreement (contract), and is personally responsible for its activities.
    • The Executive Director is accountable to the President of the Association.

Audit Committee.

  • The Audit Committee is the controller of the Association, which is elected if necessary

By the General Meeting of the Association’s members in the amount of Z persons for a term of 5 years. The Audit Committee of the Association consists of the Chairman of the Audit Committee of the Association and other members of the Audit Committee.

  • The Audit Committee shall control the formation and use of funds and property of the Association, the implementation of decisions of the General Meeting and the Presidium of the Association on these issues.
  • Audit Committee:
  • oversees the implementation of the annual financial plan (budget) of the Association;
  • verifies the activities of the Association, the accuracy and reliability of reporting data, membership and other types of contributions to the Association, and compliance with the requirements of its Charter;
  • submits reports on financial and economic activities to the Presidium of the Association and the General Meeting for consideration and approval;
  • requires the convening of extraordinary General Meetings or meetings of the Presidium of the Association in case of a threat to the essential interests of the Association or detection of abuses committed by the officials of the Association.
    • Meetings of the Audit Committee of the Association shall be held as necessary, but at least once a year. The decision to convene the Audit Committee of the Association shall be made by the Chairman of the Audit Committee of the Association.
    • A meeting of the Audit Committee of the Association shall be competent if more than half of the total number of its members are present. The decision of the Audit Committee of the Association shall be deemed adopted if more than half of the members of the Audit Committee of the Association present at the meeting voted for it. Voting at the meeting of the Audit Committee of the Association may take place using electronic means of communication, including remotely, as well as other technical means not prohibited by law.
    • Members of the Audit Committee have the right to participate in meetings of the Presidium in an advisory capacity.

  1. REPORTING PROCEDURE OF GOVERNING STATUTORY BODIES

OF THE ASSOCIATION TO ITS MEMBERS.

  • The President and the Presidium of the Association shall report to the members of the Association on the fulfillment of the statutory tasks of the Association and its annual work plan at the meetings of the General Meeting of the Association members.
  • The report prepared by the Presidium of the Association should address the following issues:
  • analysis of the fulfillment of the main tasks by the Association, including its separate divisions;
  • analysis of the implementation of the Association’s annual plan, positive and negative events during its implementation;
  • the number of the Association, attracting new members and creating separate

of the Association’s divisions;

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  • financial activities of the Association, use of funds received on the account

Association in order to fulfill the statutory tasks of the Association;

  • the main tasks of the Association and its structural units for the next year.

  1. THE PROCEDURE FOR APPEALING DECISIONS, ACTIONS OR OMISSIONS OF THE ASSOCIATION’S GOVERNING BODIES AND FOR REVIEWING COMPLAINTS.

8.1. Decisions, actions, inaction of the governing bodies of the Association may be appealed by a member (members) of the Association.

  • The initial complaint against actions, inaction or decisions of the President of the Association shall be filed with the Presidium, which is obliged to consider the complaint at the next meeting, with the obligatory summons of the complaining member of the public association, as well as the President of the Association whose actions, inaction or decisions are being appealed. In case of rejection of the complaint by the Presidium, a repeated complaint shall be submitted to the General Meeting, which is obliged to consider the complaint at a regular or extraordinary meeting, with the obligatory summons of the complaining member and the President of the Association. whose actions, inaction or decision is being appealed.
  • An initial complaint against actions, inaction or decisions of a member of the Presidium is filed with the President of the Association, who is obliged to consider the complaint within 20 working days, with the obligatory summons of the complaining member of the public association, as well as the member of the Presidium whose actions, inaction or decision is being appealed. In case of rejection of the complaint by the President, a repeated complaint shall be submitted to the General Meeting, which is obliged to consider the complaint at a regular or extraordinary meeting, with the obligatory summoning of the complaining member, as well as the member of the Presidium whose action, inaction or decision is being appealed. A complaint requiring consideration at an extraordinary General Meeting shall be the basis for convening such General Meeting within thirty days from the date of receipt of such complaint.
  • A complaint against actions, omissions or decisions of the General Meeting of the Association shall be filed with the court in accordance with the applicable law at the time of appealing such actions, omissions or decisions.

8.2. Decisions, actions (inaction) that may be appealed include decisions within the management activities of the organization’s governing bodies that result in

  • The rights and/or legitimate interests or freedoms of a member of the Association (group of members of the Association) have been violated.
  • Obstacles have been created for a member of the Association to exercise his/her rights and/or legitimate interests or freedoms.
  • Unlawfully imposed obligations on a member of the Association or unlawfully applied disciplinary liability to him/her.

  1. INTERNATIONAL COOPERATION.
  • The Association, in accordance with its statutory objectives, shall have the right to carry out international relations and activities in accordance with the procedure provided for by this Statute and the current legislation of Ukraine.
  • The international activities of the Association are carried out through participation in international projects, the work of international organizations, as well as other forms that do not contradict the legislation of Ukraine, norms and principles of international law. 3. In carrying out its international activities, the Association enjoys the full range of rights and obligations of a legal entity.

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9.4. Associations:

  • organizes the exchange of delegations, arranges conferences, exhibitions, and fairs with the participation of foreign partners, and sends its representatives to participate in relevant events outside Ukraine;
  • conducts research in conjunction with foreign organizations in accordance with the areas of its activities and publishes their results;
  • implements other joint programs and projects with the participation of foreign partners and international organizations that do not contradict the current legislation of Ukraine.

  1. SEPARATE SUBDIVISIONS OF THE ASSOCIATION. THE ORDER OF FORMATION,

ACTIVITIES AND TERMINATION OF ACTIVITIES OF SEPARATE DIVISIONS.

  • The Association shall independently determine its internal organizational structure and may establish its separate subdivisions in accordance with the established procedure.
  • The Association may have separate subdivisions that are not legal entities and are formed by the decision of the Presidium of the Association.
  • The head of a separate subdivision is appointed by the Presidium of the Association for a term of 3 years. The head of a separate subdivision must be a member of the Association.
  • Separate divisions have the following powers:
  • implement the statutory purpose and objectives of the Association in a particular region within the powers granted by the decision of the Presidium and/or the General Meeting of the Association;
  • work to attract new members by means not prohibited by the current legislation of Ukraine;
  • represent the Association in a certain territory.

10.5. The head of a separate subdivision has the right to:

  • use the name and symbols of the Association to implement the objectives of the Association;
  • to receive assistance in the implementation of the Association’s tasks from the governing bodies and officials of the Association;
  • attend the General Meeting of the Association;
  • submit petitions to the governing bodies of the Association.

10.6. The head of a separate subdivision is obliged to:

  • comply with the requirements of the Association’s Charter;
  • to actively implement the decisions of the EBA governing bodies adopted within the

The EBA Charter and current legislation;

  • to prevent actions aimed at violating the honor and dignity of the Association’s members.
    • The activities of a separate subdivision may be terminated by closing it down by the decision of the Presidium of the Association.
    • The Association shall notify the authorized registration authority at the location of the Association of the closure of a separate subdivision.

  1. PROPERTY, FUNDS AND FINANCIAL AND ECONOMIC

ACTIVITIES OF THE ASSOCIATION.

  • The association may own funds and property necessary for the implementation of its statutory activities. The Association shall acquire ownership of funds and property transferred to it by the founders (participants) and members of the Association in accordance with the procedure established by the legislation of Ukraine, acquired at the expense of entrance, membership and targeted fees, other legal income, donated by legal entities and individuals, as well as property acquired on other legal grounds.
  • The funds of the Association consist of:
  • Funds or property received free of charge or in the form of non-refundable financial

assistance or voluntary donations; – income from entrance, membership, organizational and targeted fees;

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  • funds or property received by the Association from conducting business activities, legal entities (companies, enterprises) established by it;
  • passive income;
  • other revenues not prohibited by the current legislation of Ukraine, including funds received from the state or local budgets and state trust funds.
    • In order to fulfill the statutory goals and activities, the Association may carry out entrepreneurial activities through legal entities (companies, enterprises) established by it in accordance with the procedure provided for by the current legislation of Ukraine.
    • To ensure its statutory activities, the Association may own premises, buildings, structures, inventory, equipment, cultural, educational and recreational property, housing, vehicles, communications, other property, funds (including in foreign currency), and intellectual property.
    • The Association has the right to use for its needs buildings and property provided to it on a contractual basis by individuals and legal entities.
    • The Association’s funds are used exclusively to finance the current activities of the Association related to the implementation of the statutory goals and objectives, including the purchase of material and technical means, the costs of their maintenance, the costs of maintaining the Association’s staff, covering other organizational and economic needs, etc.
    • It is prohibited to distribute the funds and property of the Association or a part thereof among the founders and members of the Association, members of the statutory governing bodies and other related persons who are not full-time employees of the Association and its full-time employees, except for payment of their labor in accordance with the provisions approved by the statutory bodies of the Association, payment of taxes and payroll taxes in accordance with the applicable law and the Tax Code of Ukraine.
    • The Association shall also have the right to spend funds to provide charitable assistance, including international assistance, to cover representation expenses (receiving and sending delegations, expenses for interpreters, etc.), to pay for business trips, including foreign ones, of both its employees and engaged specialists as representatives of the Association to participate in events (seminars, conferences, etc.) on issues related to the main activities of the Association, in the amount and subject to the requirements of the current legislation of Ukraine.

11.9 The Association and organizations and enterprises established by it shall keep accounting records, financial and statistical reports, register with the revenue and duties authorities and pay to the budget all mandatory payments in the amounts provided for by the current legislation of Ukraine.

11.10. The full-time employees of the Association shall be subject to labor, social security and social insurance legislation.

11.11. The Association may, instead of maintaining a staff or part of it, engage other individuals and legal entities to perform certain work on a contractual basis.

  1. The heads of the Association, members of the statutory bodies of the Association, including the President of the Association, have the right to perform their duties on a voluntary basis, i.e. without receiving monetary or other remuneration.

  1. CONDITIONS ON THE PRINCIPLES OF COORDINATION OF THE ECONOMIC

ACTIVITIES OF THE ASSOCIATION’S MEMBERS.

12.1. The Association may coordinate the activities of its members on technical information and education, namely:

  • explaining the Association’s goals by organizing lectures, discussions, seminars and conferences, forums, media appearances, providing consultations, and engaging local and foreign expert consultants;

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  • dissemination of scientific and practical achievements, technical knowledge, and best practices on efficient technologies, implementation of cost reduction measures, and environmentally friendly technologies using water energy within the framework of the Association’s Scientific and Technical Council;
  • creating a system of professional training for hydropower industry workers;
  • regular publication of information about the work of the Association and its members, industry news, problems and ways to solve them, including the use of foreign experience;
  • organize analytical work on the hydropower market and regularly disseminate the results of this work among the Association’s members;
  • providing methodological assistance to EBA members in eliminating shortcomings in their work or improving the skills of their employees;
  • providing assistance in standardization and improving the efficiency of the industry (product market) solely through the development, discussion, and submission of proposals for objectively justified types of classifiers, standards for product quality, operational reliability and safety, and environmental standards.

12.2. The association may collect data about its members that relate only to:

  • production and production capacity of enterprises;
  • problems that arise in the course of the EBA members’ activities in order to find the best ways to solve them;
  • information that can facilitate the establishment and development of cooperative relations with the authorities and other organizations;
  • technical information and education of the Association’s members, the dissemination of which is provided for in this Article of the Charter.
    • Зібрана інформація поширюється лише в узагальненому вигляді і не може використовуватися проти членів Асоціації, конкурентів або споживачів і містити дані про істотних умов здійснення господарської діяльності, цін, комерційних стратегій ведення господарської діяльності, обмін якими може сприяти координації конкурентної поведінки та можливості передбачити поведінку інших членів Асоціації, конкурентів і споживачів.
    • The Association may coordinate the relations of the Association members with state or local authorities only on issues:
  • regulating the general principles of functioning in the hydropower market;
  • facilitating the organization of comprehensive scientific research in various areas of hydropower development in Ukraine, including studies of the hydropower potential of rivers and reservoirs for the purpose of further construction of hydropower facilities;
  • holding public hearings and discussions of construction plans

hydropower facilities;

  • protecting the interests of the Association’s members in state and local authorities and other organizations, both in Ukraine and abroad;
  • assistance in creating conditions for EBA members to enter foreign markets.

12.5. The Association does not allow the possibility of exercising a decisive influence on the economic activities of the Association members or approving their competitive behavior.

  1. THE PROCEDURE FOR AMENDING THE ASSOCIATION’S CHARTER.
    • Amendments to the Charter of the Association shall be adopted by the General Meeting of the Association if at least ¾ of the members of the Association or their representatives present at the General Meeting of the Association vote for it.
    • The Association shall notify the authorized registration authority in accordance with the procedure established by law of changes and additions made to the Charter of the Association.

  1. THE PROCEDURE FOR TERMINATION OF THE ASSOCIATION’S ACTIVITIES.
    • The activities of the Association may be terminated by its reorganization (merger with another public association) or self-dissolution by a decision of the General Meeting if at least ¾ of the members (their representatives) present at the General Meeting voted for it, or by a court decision in cases provided for by applicable law.

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  • In the event of reorganization of the Association, the entirety of its rights and obligations shall be transferred to its successor. The association cannot be reorganized into a legal entity whose purpose is to make a profit.
  • The Association shall terminate its activities: – by the decision of the General Meeting; – on the basis of a court decision.
  • Termination of the Association’s activities shall be carried out by the liquidation commission (liquidator) appointed by the General Meeting or the body that decided to terminate the activities of the Association.
  • From the moment of creation of the liquidation commission (appointment of the liquidator), he/she shall be given the authority to manage the Association. The liquidation commission (liquidator) shall draw up a liquidation balance sheet and submit it to the General Meeting for approval.
  • In the event of termination of the Association’s activities, its assets shall be transferred to one or more non-profit organizations of the relevant type or credited to the budget, unless otherwise provided by the law governing the activities of the relevant non-profit organization.
  1. FINAL PROVISIONS.

  • This Charter is the constituent document of the Association.
  • The invalidity of any provision of these Articles of Association shall not invalidate any other or all other provisions of these Articles of Association. In case of invalidity of a certain provision of these Articles of Association, the relevant provisions of the current legislation of Ukraine shall apply to the relations regulated by it.
  • The titles of the Sections in these Articles of Association are for convenience and shall not affect the interpretation of the provisions of the Articles of Association.

CHAIRMAN OF THE MEETING S.I. POTASHNIK

SECRETARY OF THE MEETING O.M. KARAMUSHKA

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