LITHUANIAN ASSOCIATION OF PROPERTY

AND BUSINESS VALUATION ENTERPRISES

1. General Part

1.1. Lithuanian association of property and business valuation enterprises (the Association) is a non-profit organisation uniting the enterprises of Lithuania which are engaged in valuation of assets and business.

1.2. The Association is a legal entity of limited liability. It has accounts with banking institutions registered in the Republic of Lithuania or other states. The Association carries out its business in accordance with the Law on Associations of Lithuania, other applicable law, resolutions of the Government, other legal regulations, and these Bylaws.

1.3. The Association is liable for its liabilities with its property. The Association shall not be liable for the liabilities of its members, and the members shall not be liable for the liabilities of the Association.

1.4. The address of the headquarters of the Association is Justiniskiu Street 62a, LT – 2017 Vilnius.

1.5. The Association has been founded for an infinite period of time.

2. Tasks and Goals of the Business of the Association

2.1. The Association seeks the following goals by carrying out its business:

1) promoting, enhancing, developing and implementing the activity of professional valuation of business and property in the Republic of Lithuania;

2) implementing and promoting international standards and guidance on valuation of property and business in the Republic of Lithuania, developing new national standards based on the above sources;

3) certification of corporate valuers of business and property, assuring necessary supervision over their activity;

4) integrating the activities of enterprises engaged in valuation of property and those engaged in valuation of business;

5) accumulating and disseminating scientific, guidance materials and information on the issues of valuation of assets and business.

2.2. The tasks of the Association’s activity:

1) enhancing the performance of the enterprises engaged in valuation of assets and business;

2) arranging conferences, seminars, workshops, courses and making other qualification improvement arrangements for the staff of the enterprises engaged in valuation of assets and business, as well as the staff of other interested institutions;

3) cooperating with public and other institutions in the field of drafting and implementing legislative regulations for valuation of assets and business, preparation of laws and other legislative instruments related to valuation of assets and business, preparation of draft amendments thereof and initiation of the process of their submission;

4) publishing and reviewing guidance notes, recommendations and handbooks for corporations engaged in valuation of property and business;

5) compiling and managing data bases of the Association;

6) acting on behalf of its members in any business with public or different institutions of the Republic of Lithuania;

7) cooperating with other organisations registered in the Republic of Lithuania;

8) cooperating with the organisations of other countries and international organisations which are relative to the Association, and taking part in their business;

9) safeguarding the rights and interests of the members of the Association in accordance with the law of the Republic of Lithuania.

3. Rights and Obligations of the Association

3.1. Rights of the Association:

1) management and usage of the property and the funds of the Association and disposal of the above as the Association deems fit;

2) entering into agreements and assuming obligations;

3) setting up corporations or other legal entities. Such legal entities shall be set up and shall operate in accordance with applicable law of the Republic of Lithuania;

4) setting up mass media bodies;

5) joining or leaving a confederation of associations;

6) joining international organisations.

3.2. Duties of the Association:

1) catering for the issuance of qualification certificates for the enterprises engaged in valuation of assets and business;

2) adopting decisions regarding the annulment of qualification certificates;

3) carrying out supervision over the activities of the enterprises engaged in valuation of property and business so as to assure necessary quality of valuation services;

4) carrying out the arrangements necessary for admission of new members or expulsion of the existing ones from the Association;

5) carrying out the bookkeeping, providing public institutions with necessary financial and accounting information, paying taxes as required by law.

4. Members of the Association. Their Rights and Duties.

4.1. Any legal entity of the Republic of Lithuania which holds a valid certificate entitling to engage in valuation of property and/or business, who respects these Bylaws and meets the requirements set forth by the Board is eligible to a membership of the Association.

4.2. A list of all the members shall be kept at the Association’s premises, and a list of the members of a branch shall be kept at the premises of the respective branch office. The lists shall be available to general public.

4.3. Every member of the Association is entitled to:

1) make use of the service provided by the Association;

2) obtain information on the business of the Association;

3) make use of the information accumulated by the Association;

4) make objections in a court of law against any decision of the general meeting of members or a decision of the Board or the head of the management of the Association;

5) withdraw from the Association.

4.4. Every member of the Association must:

1) respect the Bylaws of the Association and the law of the Republic of Lithuania;

2) pay membership fees in due time;

3) contribute information to the data base of the Association;

4) not to disclose any information which has been recognised as confidential by a decision of the Board or the general meeting of the members of the Association.

4.5. Any willing physical person or legal entity of the Republic of Lithuania or a foreign country is entitled to be a sponsor of the Association and to provide the Association with advice or tangible support.

5. The Terms and Conditions for Admitting New Members, and Withdrawal or Expulsion from the Association of Existing Members

5.1. Any legal entity specified in item 4.1 of the Bylaws having submitted the necessary documentation is entitled to a membership of the Association. New members are admitted by a decision of the Board made with at least 4/5 of the votes.

5.2. The applications of the members to withdraw from the Association shall be accepted by a decision of the Board. No member who has withdrawn or has been expelled from the Association shall receive any refund of the membership fee paid or any funds, or assets otherwise transferred to the possession of the Association; the rights of such members to the assets of the Association shall immediately cease upon the withdrawal or the expulsion.

5.3. Any member having committed any of the following shall be expelled from the Association by a decision of the Board if adopted with 4/5 of the votes:

1) a breach of the Bylaws or the internal regulations of the Association;

2) failure to timely pay the membership fee;

3) loss of the assets and business valuation certificate.

5.4. A complaint against the Board’s decision regarding the admittance of a new member to, or expulsion of an existing member from the Association may be lodged with the general meeting of members.

6. Bodies of the Association

The Association shall have the following bodies:

1) general meeting of the members;

2) a collegial body of management – the Board

7. General Meeting of the Members

7.1. The following rights shall be exclusive to the general meeting of members:

1) adopting, amending and revising the Bylaws of the Association;

2) setting out the goals and the main tasks of the Association;

3) setting out the procedure for creating the Board, electing and revoking its members and the Chairman;

4) setting the amount and the way of payment of the admittance fee and the membership fee of the Association;

5) establishing enterprises and/or mass media bodies possessed by the Association, reorganising, liquidating or restructuring the Association;

6) investigating complaints and adopting resolutions in relation to the decisions of the Board.

7.2. The general meeting shall be convened at least once in a year. An extraordinary meeting shall be convened if so required by at least 2/5 of the members of the Association, the Board or the auditor.

7.3. Ordinary general meetings shall be arranged by the Board. The Chairman of the Board shall notify each member of the Association on the date, place and draft agenda of the projected general meeting. The notification shall be passed by registered mail or handed over personally with the receipt confirmed by the member’s signature.

7.4. An ordinary general meeting shall be legitimate when at least one half of the Association’s members attend it. The decisions shall be adopted with an ordinary majority of votes, while any resolution related to an issue stipulated by the items 1, 3, 5 and 6 or article 7.1 shall be passed with a 2/3 majority of votes of those attending. Each member of the Association shall have one deciding vote when voting.

7.5. Should no quorum be achieved at a general meeting, the meeting shall be treated as a failed meeting. In maximum one month since the date of the failed meeting, a repeated meeting shall be convened. The repeated general meeting shall be entitled to pass resolutions on the agenda of the failed meeting irrespective of the number of the attending members.

8. The Board and the Head of the Management

8.1. In between of general meetings, the business of the Association shall be headed and conducted by a collegial body of management – the Board.

8.2. The Board shall be composed of five members to be elected by the general meeting for a term of three years. One member of the Board shall be appointed the Chairman who is to lead the proceedings of the Board.

8.3. The Board shall:

1) head and conduct the business of the Association in between of general meetings of the members;

2) approve the budget of the Association;

3) set up division units of the Association and approve the provisions of their operation;

4) define the functions of the management and set the number of staff;

5) introduce the issues to be considered by the general meeting of members;

6) coordinate and supervise the activity of the division units and the management of the Association;

7) dispose of the assets of the Association, assure the accounting, safeguarding and augmentation of the Association’s assets.

8.4. The Board’s Chairman, who is the head of the management, shall carry out the following functions:

1) acting on behalf of the Association in dealings with courts of law and other legal entities or physical persons;

2) opening and closing accounts with banking institutions;

3) signing employment contracts and other agreements, and documents.

8.5. The right to convene a meeting of the Board falls with the Board’s Chairman, or with a members’ group composed of at least one half of the Board’s members. Any decision shall be legitimate when adopted by at least 4/5 of the Board’s members. All members shall have equal voting rights.

8.6. The Board and the Chairman shall report to an ordinary or, if required, to an extraordinary meeting of the Association’s members.

8.7. The day-to-day business of the Association shall be arranged and conducted by the head of the management.

9. The procedure for setting up and liquidating the branches of the Association

9.1. A branch of the Association is a division unit of it possessing an office and carrying out some or all of the Association’s functions. Branches shall not have the status of a legal person and shall use the legal person’s status of the Association to carry on their activity. Branches shall operate in accordance with the provisions approved by the general meeting of the Association.

9.2. Branches shall be registered, re-registered and their registration cancelled in accordance with the applicable law.

10. The assets and sources of revenue of the Association

10.1. The Association is entitled to own buildings, vehicles, plant and other assets necessary to conduct it’s business as provided for in the Bylaws. Such assets may be acquired with the funds obtained from the sources specified in article 10.2.

10.2. The sources of revenue of the Association:

1) members’ contributions made on entering the Association, membership fees and target contributions;

2) target funds obtained from central or local government;

3) donations in moneys or in kind made by physical persons or legal bodies;

4) inheritance which passes to the Association under a testament;

5) the profits generated by the corporations founded by the Association;

6) interest paid by credit institutions for the funds deposited with them;

7) funds generated by the Association’s activity.

11. Supervision over financial undertakings of the Association

11.1. A free-lance auditor shall periodically inspect financial undertakings of the Association;

11.2.The auditor must:

1) audit the financial accounts of the Association and other bookkeeping and financial records;

2) carry out the audits of the finance and bookkeeping of the Association when requested to do so by the general meeting of members or by the Board;

3) report any detected breaches to the next meeting of the Board or the general meeting of members;

4) deliver to the general meeting of the members an annual report of the audit of financial activity of the Association.

11.3. The head of the management and the Board of the Association shall submit to the auditor any financial and/or bookkeeping records requested by the latter.

11.4. The auditor shall be responsible in accordance with the law for concealing any misdeeds of the Association.

12. Restructuring, reorganisation and liquidating the Association

12.1. The Association may be restructured by changing it’s legal status with the new legal body assuming all the rights and duties of the restructured Association.

12.2. The Association may be reorganised by a decision of the general meeting of members. The Association may be reorganised through a merger or a split up.

12.3. To reorganise the Association it is necessary to value it’s assets with the valuation opinion to be delivered in a written form by the auditor before the general meeting of members which is to consider the issue of the reorganisation.

12.4. The associations which emerge and operate subsequent to the reorganisation shall assume the rights and liabilities of the original Association. The procedure for taking over the rights and liabilities shall be set out by the general meeting of members.

12.5. The reorganised associations shall be registered in accordance with applicable law.

12.6. The Association may be liquidated on the grounds of any of the following:

1) a resolution of the general meeting of members;

2) reduction in the number of the Association’s members below the minimum number required by law except if the general meeting in six months since the reduction passes a decision to reorganise or to restructure the Association;

3) a court verdict to liquidate the Association.

12.7. The body or the institution which has adopted a resolution to liquidate the Association shall appoint the liquidator, shall define the liquidator’s powers and the procedure for listing and taking over the Association’s assets. As soon as a liquidator is appointed, the Association acquires a status of an association under liquidation. Since then on, the bodies of management no longer have powers to rule the Association and their functions are taken over by the liquidator.

12.8. The reorganisation or liquidation of the Association shall be advertised in a daily paper of a country-wide circulation for three times with an interval of at least 30 days, or shall be advertised for a single time in a daily paper of a country-wide circulation with each creditor of the Association to be notified in writing in addition to the newspaper advertisement. The public register of legal entities shall be notified of the liquidation before the day of publishing of the first of the above mentioned advertisements.

12.9. As soon as the Association is liquidated, the liquidator shall file a liquidation statement, shall de-register the Association and shall return the registration certificate to the public register manager who issued it.

12.10. The balance of the assets and the funds of the Association which occurs subsequently to the liquidation of the Association and the payment of all of it’s debts shall be handed over to other associations or public organisations which have goals similar to that declared in the Bylaws of the Association under liquidation. Should such organisations be absent, the handing over shall be done to other public organisations or charities, or charity foundations. The members are only entitled to a refund of their contributions made by the members on entering the Association.

 

Founders:

UAB Korporacija “Matininkai” President                                                                         Kęstutis Kristinaitis

UAB “Lituka ir Ko” General Manager                                                                                       Aidas Pikiotas

UAB “Marijampoles nekilnojamojo turto agentura” General Manager                  Vidmantas Andriuškevičius

UAB “VESTUS” General Manager                                                                                         Vytautas šimanskis

UAB “Latmas” General Manager                                                                                        Vigintas Leonavičius