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Fund's Articles of
Incorporation
1. General Regulations
1.1. The Classical and Modern Guitar Fund of Lithuania
(further to be known as Fund) is founded and operates according to the law on charity and
support funds of the Republic of Lithuania for putting into the practice the goals of charity
and support foreseen in the Fund’s articles of incorporation. The Fund’s headquarters are
located at V. Druskio g., Nr.9-220, Vilnius, LITHUANIA.
1.2. From the day of registration the fund is a corporate entity. According to its obligations
it is responsible for all of its assets. The Fund is not responsible for obligations undertaken
by the founders, nor are the founders responsible for the Fund’s obligations.
1.3. The Fund has its own official seal, independent balance, currency and payment accounts in a
banking institution registered in the Republic of Lithuania.
1.4. The term of the Fund’s activity is not restricted.
1.5. The Fund operates in the republic of Lithuania and other states according to laws in effect
there.
1.6. The Fund’s accounting year coincides with the calendar year.
2. The Fund’s Activities and Areas
of Support
2.1. The Fund operates under the authority of the
Constitution of the Republic of Lithuania, laws of the Republic of Lithuania, acts for the
implementation of legislation and these articles of incorporation.
2.2. The Fund undertakes this activity:
2.2.1. supporting organizations occupied with the development and popularization of classical
and modern guitar music in the Republic of Lithuania;
2.2.2. supporting music clubs;
2.2.3. supporting individual musicians and their collectives;
2.2.4. supporting various music events;
2.2.5. cooperating with other Lithuanian and foreign funds, charity and support organizations
operating in this sphere.
2.3. The Fund puts its activities into practice in the following ways:
2.3.1. transferring money or other material goods to receivers of charity and support;
2.3.2. supplying services free of charge to receivers of charity or support;
2.3.3. by loan agreement providing for use of receivers of charity or support assets belonging
to the Fund;
2.3.4. other ways not prohibited by the laws of the Republic of Lithuania.
2.4. The Fund supplies charity and support in accordance with procedure indicated by the law on
charity and support of the Republic of Lithuania.
3. Rights and Duties of the Fund
3.1 The Fund, carrying out its activities has the right:
3.1.1. to establish organizational structure, to set up affiliates;
3.1.2. to join associations of non-profit organizations as well as to disassociate from them;
3.1.3. to hire persons for the carrying out of activities planned for in its articles of
incorporation;
3.1.4. to acquire and own wealth necessary for executing its activities, and to dispose of this
wealth following the laws in force;
3.1.5. to receive charity and support for putting its activities into practice from other givers
of charity and support;
3.1.6. to freely proclaim in the mass media the goals of its activities and receivers of charity
and support;
3.1.7. to refuse acceptance of capital or assets from potential supporters;
3.1.8. to establish enterprises belonging to the fund, occupied with commercial-economic
activity strengthening the fund economically or materially, and to acquire the shares of other
enterprises.
3.2. The Fund is forbidden:
3.2.1. to participate in political activity as well as to give support to political parties and
political organizations;
3.2.2. to directly undertake commercial activity, or to be an actual member of commercial
enterprises;
3.2.3. to put up for collateral wealth belonging to the Fund, to guarantee other persons’ debt
liabilities with wealth or assets belonging to the Fund.
3.3. The Fund must:
3.3.1. keep financial record of receivers of charity and support who are given money or material
goods;
3.3.2. supply information of financial activity, to institutions of government carrying out
audits or regulating accounting, about charity or support gotten or given;
3.3.3. use the funds of supporters and contributors for what they were intended for.
3.4. The Fund can have other civilian rights and duties so long as they do not violate laws of
the Republic of Lithuania.
3.5. Affiliates of the Fund are established by decision of the meeting of founders. An affiliate
of the Fund is a sub-section of the Fund for the carrying out of concrete functions and is not a
corporate entity unto itself. The affiliate makes use of the Fund’s name and operates
according to regulations confirmed by the meeting of the Fund’s founders. The affiliate’s
funds and assets are listed in the Fund’s bookkeeping documents and are accounted for in
separate bookkeeping of the affiliate.
4. The Fund’s Wealth, Sources of
Income and Their Use
4.1. The Fund can acquire and own wealth necessary for
carrying out its activity. The Fund’s wealth is separate from the wealth of founders.
4.2. The Fund’s sources of income:
4.2.1. Contributions of founders and funds allocated in other ways;
4.2.2. funds and assets donated by supporters;
4.2.3. legacies left to the Fund by wills and testaments;
4.2.4. interest dividends from institutions of credit gotten for funds held in them;
4.2.5. profit of enterprises belonging to the Fund and of enterprises the Fund has a share in;
4.2.6. funds and assets allocated for specific projects and programs from similar funds,
programs and projects;
4.2.7. income from sales or rentals of assets belonging to the Fund;
4.2.8. other incomes gotten legitimately.
4.3 The Fund can use funds and assets gotten for charity and support only for the purposes
indicated in the articles of incorporation.
4.4 The Fund has the right to allocate up to 20% of annual income for administrative expenses
and for expanding the Fund’s activities, and up to 30% of annual income for the founding and
expanding of enterprises belonging to the Fund.
5. The Fund’s Founders
5.1. The Fund’s founders:
Julius Kurauskas, living Vyduno Str., No. 12-17, Vilnius,
Audrone Ruciene, living V.Druskio Str., No. 9-220, Vilnius,
Gintaras Rucys, living V.Druskio Str., No. 9-220, Vilnius,
Alfredas Kukaitis, living V.Kreives pr., No. 52-17, Kaunas,
Stasys Daugirdas, living A.J.Povilaicio Str., No. 14-135, Vilnius.
5.2. The Fund’s founders have these non-financial rights:
5.2.1. to participate in meetings of founders with the right to vote;
5.2.2. to get information about the Fund’s activity;
5.2.3. to appeal in court administrative decisions and those of meetings of founders as well as
the directorate;
5.2.4. to stand down from the Fund.
5.3. The Fund’s founders have these duties:
5.3.1. to divert to the Fund material aid, or to perform services for it free of charge,
annually;
5.3.2. to participate in the annual meeting of founders;
5.3.3. to execute decisions of the meeting of founders.
5.4. A founder, wanting to stand down from the Fund, presents notice to the fund’s
directorate. The fund’s directorate must within 30 days of the notice being received call a
meeting of founders on this question. The meeting of founders make a decision regarding a
founder’s standing down.
5.5. A founder not fulfilling his duties for more than 2 years as defined in point 5.3. of these
articles can be removed from the Fund’s founders. The Fund’s directorate or a founder can be
the initiator of removal of a founder. The meeting of founders makes a decision regarding the
removal of a founder.
5.6. A Fund supporter, having supported the Fund for more than 2 years or having been active in
its activity that amount of time, can be given the rights of a Fund founder. The meeting of
founders makes a decision regarding the granting of these rights.
5.7. With decisions made by the meeting of founders according to articles 5.4. , 5.5. and 5.6.
of these articles, changes to article 5.1. have to be adopted and registered according to
procedure indicated.
6. Management of the Fund
6.1. The Fund’s management organs are:
6.1.1. meeting of founders;
6.1.2. directorate;
6.1.3. auditor.
Meeting of Founders
6.1. The highest management organ of the Fund is the
meeting of founders. All founders have the right to participate in the meeting of founders with
a deciding vote, and members of the directorate and the auditor to participate with a
deliberative vote.
6.2. Only a meeting of founders has the right:
6.3.1. to adopt, change or add articles and regulations;
6.3.2. to remove founders, to give the rights of a founder to supporters;
6.3.3. to chose (and to remove) members of the directorate and the head;
6.3.4. to chose (and to remove) the auditor;
6.3.5. to decide on amounts of salaries for members of directorate and the auditor;
6.3.6. to confirm the directorate’s report and the annual report of the Fund’s activities;
6.3.7. to reorganize or liquidate the Fund;
6.3.8. to make decisions regarding the establishment of enterprises, joining into associations,
unions or standing down from them;
6.3.9. to solve other problems connected with the activity of the Fund.
6.4. The directorate organizes meetings of founders. An ordinary meeting of founders has to be
called not less than once per year, not later than two months from the end of the previous
accounting year. An extraordinary meeting has to be called whenever even one founder or the
auditor demands it, or also at the initiative of the directorate.
6.5. The directorate must announce the meeting not later than 10 days before the meeting. The
announcement indicates the date and place of the meeting and projects on the agenda. The
announcement has to be sent to every founder as a registered letter.
6.6. The meeting of founders is considered binding if not less than 2/3 of founders participate.
Decisions of the meeting of founders are made by simple majority of votes. Each founder has one
vote.
Directorate
6.7. The Fund’s directorate is made up of three
people, who are chosen for 3-year terms by the meeting of founders. Only a legally capable,
physical person can be a member of the directorate. A majority of members of the directorate can
not be made up of people connected by marriage or blood relations. A majority of members of the
directorate can not be employees of the Fund’s administration.
6.8. The directorate is a joint executive organ which runs the Fund’s activities between
meetings of founders.
6.9. The directorate’s functions:
6.9.1. to organize the Fund’s structure, the duties of the administration’s employees, to
decide amounts of salaries for those employees and the method of hiring;
6.9.2. to nominate chief financier as well as relieving him of duties;
6.9.3. to formulate strategy and program of the Fund’s activities;
6.9.4. to distribute funds for charity and support;
6.9.5. to confirm value of monetary contributions;
6.9.6. to analyze results of Fund’s activity, income and expense estimates, data from audits,
inventory and accounting of other goods;
6.9.7. to present reports of the Fund’s activity to the meeting of founders;
6.9.8. to enact decisions made by meeting of founders;
6.9.9. to call a meeting of founders;
6.9.10. to present to the meeting for approval a report of its own activity;
6.9.11. to perform other functions, so long as they are not within the exclusive jurisdiction of
the meeting of founders.
6.10. The directorate makes its decisions in meetings. Meetings of the directorate are arranged
not less than once a month. The head of the directorate organizes meetings of the directorate.
Decisions of the meeting of the directorate are binding if not less than 2/3 of members
participate. Decisions are made by simple majority of votes. In the event of a tie vote, the
chairman’s vote is decisive.
6.11. The chairman of the directorate and members have to jointly compensate the Fund for losses
incurred because of the directorate’s decisions which contradict articles of the Fund or the
laws of the Republic of Lithuania. Those persons who voted against, abstained or did not
participate in the meeting adopting such decision, are relieved of the obligation to compensate
losses. Conflicts on the compensation of losses are resolved by judicial procedure.
6.12. The administration organizes and executes the Fund’s activity. The administration
operates under the authority of laws and other legislative acts of the Republic of Lithuania,
the Fund’s articles and regulations, employment regulations and the decisions of the
directorate.
6.13. The administration is led by the head of administration, the director, whose duties can
only be undertaken by the chairman of the directorate selected by the meeting of founders.
6.14. The director of the Fund, under the authority of the Fund’s articles and regulations,
the decisions of the directorate and employment regulations, has the right to do business in the
Fund’s name. The Fund’s director represents the Fund in court, institutions of national
government and control, and in relations with other corporate entities and actual persons.
6.15. The administration in accordance with the procedure set down in law must compensate the
Fund for losses which occur where the administration is at fault. Conflicts on the compensation
of losses are resolved by judicial procedure.
Auditor
6.16. The Fund’s auditor is selected for 3 years by a
meeting of founders. The Fund’s auditor may be an actual person who has a diploma granting
qualification, or it may be an economic entity having the right to provide auditing services.
The auditor can not be a founder of the Fund, a member of the directorate or an employee of the
Fund’s administration.
6.17. The auditor examines and confirms the Fund’s economic and financial activity and reports
violations at the earliest meeting of founders.
6.18. An ordinary annual audit of the Fund’s economic and financial activity has to be
performed before the ordinary meeting of founders at the ending of the accounting year. An
extraordinary audit of the Fund’s economic and financial activity can be performed on the
instructions of the meeting of founders or the directorate.
7. Reorganization and Liquidation of
the Fund
7.1. The Fund cannot be reorganized into another type of
enterprise or organization.
7.2. The Fund according to procedure set down in laws can be reorganized these ways:
7.2.1. joining with other funds;
7.2.2. dividing into several independent funds.
7.3. The Fund according to procedure set down in laws can be liquidated:
7.3.1. by decision of the meeting of founders;
7.3.2. by decision of a court of law rescinding registration for violation of laws of the
Republic of Lithuania.
7.4. The organ making the decision to liquidate the Fund assigns its liquidators and sets the
term of their authorization.
7.5. With the liquidation of the Fund accomplished, its remaining wealth and assets in a manner
set out by the liquidators are to be used for purposes of charity and support.
Founders of the Fund:
Audrone Ruciene
Julius Kurauskas
Gintaras Rucys
Alfredas Kukaitis
Stasys Daugirdas
1996 August 01
"I, Vilnius 7th notary bureau notary D. Bieliunaite, witness that citizens A. Ruciene, J.
Kurauskas, G. Rucys, A. Kukaitis S. Daugirdas have signed their names in my eyesight, that their
signatures are real. The identities of the signers of the document are established, their
validity confirmed."
Registrar No. VB7-5452
Notary: D. Bieliunaite
Legal Office of Jonas Ivoska, 1996.
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Last update: 2003.08.03. © 1998-2007.
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