Approved on 23^rd March 2009 by the

order of the Minister of Finance No. 1K-074

(Official Journal, 2009, No.36-1396)

 

 

 

 

1. The Public Institution Audit, Accounting and Property Valuation Institute of the Republic of Lithuania (hereinafter – the Institution) is a non-profit organization, established under the Republic of Lithuania Government resolution No. 9, 4 January 1995 „Due to audit organization“ (O.J., 1995, No. 4-76), which, under the Republic of Lithuania Law on non-profit organizations’ (companies’) reorganization (O.J., 1996, No. 68-1634), is reorganized into a Public Institution.

2. The Institution in its activities shall follow the provisions of the Constitution, these Articles of Association, the Civil Code (O.J., 2000, No. 74-2262), the Law on Public Institutions (O.J., 1996, No. 68-1633; 2004, No. 25-752), the Fundamental law on property and business valuation (O.J., 1999, No. 52-1672), other laws and legal acts of the Republic of Lithuania.

3. The Institution is liable for its obligations in the amount of the property owned.

4. The name of the Institution – Public Institution Audit, Accounting and Property Valuation Institute of the Republic of Lithuania.

5. Legal form of the Institution – Public Institution.

6. Legal address of the Institution – Tilto st. 8/ Ž. Liauksmino st. 3, LT–01101 Vilnius, Republic of Lithuania.

7. The Institution’s duration period is not limited.

8. Financial year of the Institution is calendar year.

 

 

9. The purpose of Institution’s activities is to meet public interests ensuring effective national valuators’ and valuation companies’ supervision; to carry out education and training activities in the spheres of valuation regulation and valuators’ certification.

10. Institution’s activity sphere – valuators’ and valuation companies’ national supervision.

11. Functions of the Institution are:

11.1. to draft valuation companies’ certification regulation, to coordinate valuation principles and methods with the International valuation standards;

11.2. to draft valuators’ certification regulation and qualification requirements, to prepare valuators’ education programs;

11.3. to involve public valuators’ organizations as well as foreign and national education institutions in performing valuators’ and valuation companies’ national supervision;

11.4. to perform other functions, established in legal acts of the Republic of Lithuania.

 

 

12. Rights of the Institution are:

12.1. to set valuators’ and valuation companies’ certificates’ forms;

12.2. to issue, abolish, suspend, extend and cancel the suspension of valuation companies’ certificates;

12.3. to issue, abolish, suspend, extend and cancel the suspension of valuators’ certificates;

12.4. to publish periodical, methodical and other material on the issues of valuation;

12.5. to render and/or receive aid;

12.6. to render charity;

12.7. to enter into international relations and cooperate with foreign institutions and organizations;

12.8. to perform economic activities, stated in paragraph No. 25 of the Articles.

13. Duties of the Institution are:

13.1. to propose valuation principles, methods, valuators’, valuation companies’ certification and qualification requirements that are to be ratified by the Government of the Republic of Lithuania;

13.2. to coordinate and implement valuators’ education (professional training) programs;

13.3. to certify property valuation companies;

13.4. to organize valuators’ qualification exams;

13.5. to adopt the Valuators’ Code of Ethics;

13.6. to manage the register of valuators and valuation companies;

13.7.to publish declare regarding valuators and valuation companies certification in the Official Journal.

14. The Institution shall not:

14.1. use its profits for activities other than provided in the Articles;

14.2. hand over Institution‘s property to its incorporator or persons related to him, by the contractual right of use or right of trust without the proper remuneration, except in case, when the Institution is being liquidated and all creditors’ claims are satisfied, the incorporators are returned the property left, in the amount not exceeding incorporators‘ capital;

14.3. borrow money with interest from the incorporators or a person related to them;

14.4. reduce Institution’s losses from the revaluation reserve;

14.5. accept funds, which are declared by the transferor to be used for other purposes than stated in these Articles;

14.6. ensure obligations of the other person;

15. The Institution acting within the scope of the Articles has other rights and duties prescribed in the Law on Public Institutions of the Republic of Lithuania.

 

 

16. State is the founder and the owner of the Institution. The Ministry of Finance of the Republic of Lithuania shall exercise the rights and obligations of the owner of the Institution.

17. The owner of the Institution has the following non-property rights:

17.1. the right to make decisions on the activities, management and other related matters of the Institution within the competence provided by the laws;

17.2. the right to access Institution’s documents and receive information on the activities of the Institution, which is necessary to perform rights of the owner;

17.3. the right to institute an action in court requesting: to revoke decisions taken by the managing bodies of the Institution, to declare void a transaction, contrary to public order or norms of good faith, provisions of the Articles of Association, principles of justice and/or reasonableness;

17.4. the right to institute an action in court requesting to prohibit the managing bodies of the Institution to enter into transactions contrary to the goals of the Institution activities or ultra vires to the managing body of the Institution;

17.5. other non-property rights, provided in these Articles and laws.

18. The owner of the Institution has the following property rights:

18.1. the right to receive a part of liquidated Institution‘s property, not exceeding incorporators’ capital, in accordance with the provisions of Law on Public Institutions of the Republic of Lithuania;

18.2. after adopting amendments to the laws and/or other legal acts, in accordance with the provisions of laws regulating usage, management, possession and dispossession of the governmental or municipal property, transfer the rights and obligations of the incorporator to a third person;

19. Rights of the Institution’s owner shall be transferred to other legal entities in accordance with the provisions of Law on Public Institutions of the Republic of Lithuania, and other laws regulating usage, management, possession and dispossession of property owned by the State or Municipality.

20. New incorporators shall be accepted after the General Meeting of incorporators adopts a resolution regarding acceptance of the new incorporators and their contribution’s transfer made to the Institution is made in accordance with the provisions of the Articles.

 

 

21. Institution incorporators’ (owners’) contributions form the capital of the Institution incorporators. The capital of incorporators‘ shall be increased only by additional incorporators’ contributions. Additional contributions shall be transferred to the Institution by initiative of the owner or in accordance with the paragraph No. 20 of the Articles. Contributions to the Institution shall be monetary or in any material/immaterial property form evaluated under the terms of Fundamental law on business and property valuation.

22. Incorporators’ contributions are transferred to the Institution as follows:

22.1. money is transferred into Institution’s bank account;

22.2. material property is transferred to the Institution by signing the deed of transfer and acceptance;

22.3. the deed of transfer and acceptance shall be signed by a person, authorized by the General Meeting of incorporators and the Head of the Institution. Property valuation report shall be delivered to the Institution at the moment of property transfer.

 

 

23. When property is transferred to the Institution by a legal entity by the right of use in accordance with the laws, the purpose of use, terms of use, time-limits, property and non-property rights of the transferor and the recipient shall be established in the contract of transfer for use.

24. The transferor shall have the right to supervise whether the transferred property is used in accordance with its designation and the terms of the transfer for use contract.

 

 

25. Institution has the right to perform economic activities, which are inseparably connected with the purpose of its functions:

25.1. other retail trade except trade at stores, kiosks or market places (47.99);

25.2. books’ publishing (58.11);

25.3. other publishing (58.19);

25.4. consulting on business and management issues (70.22);

25.5. market research and investigation of public opinion (73.20);

25.6. photocopying, preparation of documents and other specialized activities common to the institutions (82.19);

25.7. other education not prescribed above (85.59).

26. Institution shall perform licensed activities, or any activity which requires permission, only after obtaining the permissions and/or licenses.

 

 

27. The Institution has following organs:

-General Meeting of incorporators,

-sole managing body – Head of the Institution,

-collegiate managing body – the Council.

 

 

28. The General Meeting shall:

28.1. amend the Articles of Association;

28.2. set prices for the works and services provided, or the rules for setting the prices;

28.3. appoint and revoke the Head of the Institution, set the terms of his employment agreement, conclude and dissolve employment agreement with the Head of the Institution;

28.4. approve the financial reports;

28.5. approve estimates of Institution’s expenses;

28.6. establish branches and representative offices of the Institution, approve their articles of association or dissolve them, in accordance with the laws of the Republic of Lithuania;

28.7. determine publicly reported information regarding the Institution’s activities;

28.8. make decisions regarding the transfer, use, lease or mortgage of long duration property owned by the Institution;

28.9. make decisions regarding Institution’s reorganization and approve reorganization procedures;

28.10. make decisions regarding Institution’s restructuring;

28.11. make decisions to liquidate the Institution or cancel its liquidation procedures;

28.12. select members of the Council;

28.13. establish Institution‘s inner supervision regulations;

28.14. make decisions regarding Institution’s audit, select the audit company;

28.15. make decisions regarding the formation, change, use and closure of the reserves;

28.16. make decisions regarding the Institution becoming a founder or a participant of other legal entities;

28.17 approve the Institution‘s management structure and list of positions;

28.18. approve the Institution’s Strategic activity plan;

28.19. approve the list of officers employed by competition as well as the qualification requirements for such positions;

28.20. approve regulation of the competition procedures, for the positions where officers are employed by competition;

28.21. set Institution’s evaluation criteria in it’s Strategic activity plan;

28.22. establish regulation of granting the leave to the Head of the Institution;

28.23. establish regulation of sending the Head of the Institution on business trips within the territory of the Republic of Lithuania and abroad;

28.24. make decisions regarding acceptance of the new incorporators;

28.25. organize competition for the position of the Head of the Institution;

28.26. make decisions regarding other matters in accordance with the competence of the General Meeting provided by the laws of the Republic of Lithuania and the provisions of the Articles;

29. Decisions provided in the paragraphs No. 28.9, 28.10, 28.11 of the Articles shall be taken by a qualified majority of votes – no less than 2/3 of the votes of the incorporators attending the meeting.

30. The General Meeting shall be called annually.

31. A regular annual General Meeting shall be called within 4 months after the end of the Institution’s financial year.

32. The Head of the Institution as well as members of the Council, if they are not incorporators, shall enjoy the right to participate in the General Meeting without a voting right.

33. Other persons shall participate in the General Meeting of incorporators only upon the approval of the incorporators.

34. The right to initiate the General Meeting is vested in the Head of the Institution or the incorporators.

35. The Head of the Institution organizes the General Meeting. If the person initiating the meeting is other than the Head of the institution, an application to call the meeting and a draft of a General Meeting agenda shall submitted to the Head of the Institution. The Head of the Institution shall notify the incorporators about the General Meeting no later than 14 days before the meeting. Incorporators shall also be provided with all the necessary information regarding items of the agenda.

36. A General Meeting may be called by a court decision if the meeting has not been called in accordance with the provisions of the Law on Public Institutions of the Republic of Lithuania and these Articles, and an incorporator, or the Head of the Institution or a member of the Council has brought a matter to court.

37. The minutes of the General Meetings shall be taken.

38. Written resolutions, adopted by the institution, enjoying the rights and duties of the Institution’s owner, in accordance with laws are of the same legal value as General Meeting decisions.

 

 

39. Head of the Institution – a director elected to the office through a competition, organized by the institution enjoying the rights and duties of the owner of the Institution, shall organize activities of the Institution and act in the name of the Institution in relations with third persons in accordance with the provisions of laws, these Articles and resolutions adopted by the General Meeting.

40. Head of the Institution shall:

40.1. be responsible for the financial reports’ preparation and submission to the General Meeting in accordance with the procedures established by laws; responsible for submission of documents to the Register of Legal Entities and the General Meeting as well as incorporators’ notification on the events of an essential influence to the activities of the Institution, and report of public information;

40.2. ensure that the Institution would act within the scope and for the purpose of its economic activities;

40.3. supervise implementation of laws and resolutions of the institution enjoying the rights and duties of the owner of the Institution;

40.4. employ and dismiss the Institution’s employees, set their wage, provide incentives, impose disciplinary sanctions;

40.5. approve the officers’ statutes;

40.6. be responsible for the proper possession, use and disposal of the Institution’s property in accordance with the procedures established by laws;

40.7. ensure proper use and protection of Institution’s property.

40.8. be entitled to conclude contracts in the name of the Institution (unless these Articles outline a requirement that certain contract can be concluded only with a decision of the General Meeting, then the contract shall be concluded only after such decision).

40.9. represent the Institution in court, governmental and municipal institutions, act in the name of the Institution in its relations with other natural and/or legal persons;

40.10. submit drafts of the Strategic activity plans and the Institution‘s activity reports to the institution enjoying the rights and duties of the owner of the Institution;

40.11. ensure economical, social and effects’ of other nature valuation due to the activities of the Institution in the Institution activity reports;

40.12. make decisions regarding the approval of valuation companies’ certification and valuators’ qualification exams;

40.13. approve members and work regulations of temporary and permanent exam commissions, competitions, work groups (experts, etc.) and work regulations;

40.14. approve the Valuators’ Code of Ethics;

40.15. evaluate activities of valuation companies and valuators and, according to the evaluation results, make decisions regarding valuators’ and valuation companies’ certificates validity, abolition, suspension, cancellation of suspension;

40.16. make other decisions within the competence of the Head of the Institution, set in the laws of the Republic of Lithuania and these Articles.

 

 

41. The Council is elected by the resolution of the General Meeting for the term of 4 years.

42. The Council consists of 6 members, one member is proposed by the Chancery of the Republic of Lithuania Government, one by the Lithuanian association of property valuators’, one by the Lithuanian property and business valuation companies’ association, and one member jointly proposed by the institutions of high education; two members are proposed by the Ministry of Finance of the Republic of Lithuania. The General Meeting appoints the Chairman of the Council and the deputy Chairman from among the members of the Council. The Institution, which proposed a member of the Council, shall enjoy the right to ask the General Meeting to revoke the appointment or the member of the Council oneself shall enjoy the right to resign from the position before the expiry of one’s term of office by applying to the General Meeting (in case of resignation before the expiry of one’s term of office, the member shall notify the institution, which proposed the member). The proposing institution shall propose a new member of the Council within 10 days after the General Meeting was notified about the resignation or revocation of the member. In case of expiry of the term of office, or revocation, or resignation of a Council member, one shall continue to perform one’s functions until the General Meeting adopts a resolution appointing a new Council member. In case of resignation or revocation before the expiry of term of member‘s office, the new member is appointed for the remaining term.

43. The Council shall:

43.1. reconcile changes other than of technical or editorial nature of:

43.1.1. the principles of property valuation;

43.1.2. the valuation companies’ certification and valuators’ qualification requirements;

43.1.3. the methods of property valuation;

43.1.4. the Valuators’ Code of Ethics;

43.2. consider and approve/disapprove Institution‘s annual activity reports;

43.3. present proposals to the Head of the Institution on:

43.3.1. the decisions regarding valuation companies’ certification and valuators’ qualification exams’ results’ approval;

43.3.2. the decisions regarding valuators’ and valuation companies’ qualification certificates’ validity, abolition, suspension, cancellation of suspension;

44. The Council is a collegiate body. The Council adopts resolutions in meetings, called by the Chairman of the Council. A member of the Council, who was absent in two meetings in a row, without any objective reason may be revoked from this position. Member of the Council shall be revoked by the General Meeting resolution under initiation of the Council. Meeting of the Council shall be called if no less than three members of the Council require so. Resolutions adopted by the Council shall be valid if no less than 2/3 of all members are present in the meeting. Resolutions are adopted by a simple majority vote of those present. Each member has a single vote. If the votes divide equally, the Council Chairman’s vote shall prevail.

45. There shall be no remuneration for the work of Council members in Council meetings.

46. The Council work procedures shall be established in the work regulations adopted by the Council.

47. The Council is technically served by the Institution.

 

 

48. The capital of the Institution shall consist of:

48.1. incorporators’ capital ;

48.2. profit (loss);

48.3. revaluation reserve;

48.4. profit reserve.

49. Funds of the Institution shall be:

49.1. funds contributed by the incorporators;

49.2. funds acquired from services’ provided and works done;

49.3. assignations from the State budget;

49.4. funds received as aid;

49.5. other legally acquired funds.

50. The Institution incorporators’ capital is of the value of incorporators’ contributions.

51. Funds received as aid or other non-refundable funds, received by the Institution, shall be used for the purposes indicated (if indicated) by the person transferring the funds. The Institution shall locate these funds in a separate bank account.

 

 

52. Institution‘s profit shall be used only for the purposes provided in these Articles.

53. Institution’s profit shall not be allocated to the incorporators, members of the Institution’s organs or employees’ bonuses.

 

 

54. Financial accountancy of the Institution shall be organized, performed and the annual financial reports prepared in accordance with the provisions of the laws of the Republic of Lithuania.

55. Audit of the Institution shall be performed upon the resolution of the General Meeting and when the audit company is selected. Audit of the Institution shall be performed in accordance with the procedures established in the laws regulating audit.

56. State supervision institutions shall enjoy the right to check on the activities of the Institution in accordance with the procedures established by the laws.

57. The Head of the Institution shall provide the State supervision institutions and the selected audit company with all the documents necessary to perform supervision on the financial activities of the Institution.

 

 

58. The Head of the Institution shall prepare and deliver the General Meeting a report on the Institution’s activities of the previous financial year. This report shall be public.

59. A report on the Institution’s activities is delivered in accordance with the provisions of “Preparation, implementation, supervision of the strategic plans of institutions’ and legal entities’, acting in the sphere of supervision of the Ministry of Finance of the Republic of Lithuania, activity and regulation on activity reports valuation“, approved by the resolution of the Minister of Finance No. 1K-295 (along with resolution No. 1K-117 on 27 March 27) on 3 October 2005.

60. The report on the Institution’s activities shall include the following information:

60.1. Institution’s incorporators at the beginning and in the end of the financial year;

60.2. Funds received by the Institution and their sources throughout the financial year;

60.3. Information regarding Institution’s owned and transferred long duration property throughout the financial year;

60.4. Number of the Institution’s employees at the beginning and in the end of the financial year.

 

 

61. These Articles of Association shall be amended by the resolutions of the General Meeting. The right of initiative to amend these Articles shall be vested in the Head of the Institution and the General Meeting.

62. When these Articles are amended upon the initiative of the Head of the Institution, the Head of the Institution shall apply to the General Meeting, declaring the purpose and motivation of amendments to the Articles, delivering drafted amendment as well as the comparative version of the Articles.

63. Amendments to the Articles shall be valid only upon their registration in the Register of legal entities of the Republic of Lithuania according to the procedures established by the laws.

 

64. Branches and representative offices of the Institution shall act in accordance with the Articles approved by the General Meeting.

65. Procedures of the establishment and termination of branches and/or representative offices of the Institution are set out in the paragraph No. 28.6 of these Articles and the provisions of the Civil Code of the Republic of Lithuania.

66. Employment contract with the head of a branch or a representative office of the Institution shall be concluded and terminated by the Head of the Institution acting in the name of the Institution.

67. Branches and representative offices of the Institution may have bank accounts. Property and obligations of branches and representative offices of the Institution shall be stated separately from property and obligations of the Institution, however, shall be indicated in the Institution’s financial reports.

 

 

68. Reports on liquidation, reorganization, incorporation of the Institution and other reports are published in accordance with the terms and procedures, established in the provisions of Law on Public Institutions and other laws (in a daily paper „Lietuvos rytas“) or are noted to the persons indicated in the provisions of the laws upon signature or by registered post.

69. Reports shall include all the information, required by the provisions of the Civil Code of the Republic of Lithuania and the Law on Public Institutions.

70. The Head of the Institution shall sign all the reports and be responsible for their publishing.

 

 

71. Official announcements and publications of the Institution shall be placed in the Official Journal annex „Informative announcements“. Head of the Institution is responsible for the publication.

72. Information regarding activities of the Institution is published on the Institution‘s website www.atvi.lt, as well as made public in accordance with the procedures established by the laws.

73. The Institution‘s website shall contain information, which in accordance with the provisions of laws, has to be published and/or the information indicated by the institution, enjoying Institution’s owner’s rights and obligations.

74. The Institution, enjoying rights and duties of the owner, shall be provided with the Documents as well as any other relevant information about activities of the Institution in writing.

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