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Articles of Association


                                                                                                                   by the constituent meeting of founders

                                                                                                                                      of the Public Organization “Information

                                                                                                                                      Communication Management of

                                                                                                                                      Intellectual Property"

                                                                                                                                      Protocol #1 from October 14th, 2014







1.1. Public Organization “Information Communication Management of Intellectual Property” (hereinafter – The Organization) was established by decision of the General Meeting of Members in accordance with the Constitution of Ukraine, the Law of Ukraine "On public organizations" and legislation acts adopted in accordance therewith.

1.2. The Organization is a voluntary public association, based on individual membership, created on the basis of common interests for joint realization of the objective of the herein specified.

1.3. The Organization was formed and operates on the basis of voluntariness, equality of its members, self-government, legality and publicity. The Organization is free to choose its activity trends.

1.4. The Organization was founded for the indefinite time.

1.5. Full name of the Organization:

In Ukrainian:  Громадська організація «Інформаційно-комунікаційний менеджмент інтелектуальної власності»;

In Russian: Общественная организация «Информационно-коммуникационный менеджмент интеллектуальной собственности»;

In English: Public organization «Information communication management of intellectual property».

Short name in Ukrainian: ГО «ІКМІВ»;

Short name in Russian: ОО «ИКМИС»;

Short name in English: РО «ICMIP».

1.6. The activity of the Organization has a social character that does not contradict its cooperation with public authorities, close contact with other public organizations, movements, foundations and individuals.

1.7. The Organization acquires legal entity from the moment of state registration.

1.8. The Organization has a round seal, stamps, letterheads with its name, emblem, flag (gonfalon), registered in accordance with the law, and the current account, other bank accounts and other indicators defined for legal entities by applicable law.

1.9. The Organization is not liable for the obligations of its members, and its members are not liable for the obligations of the Organization, unless they assume such obligations.


2.1. The main goal of the Organization is an implementation and protection of rights and freedoms, social satisfaction, including economic, cultural, environmental and other interests, as well as management on collective basis of economic rights of intellectual property.

2.2. The Organization can manage different property rights in the interest of various categories of subjects of intellectual property rights. The authority to collective management of property rights is transferred to the Organization by subjects of intellectual property rights based on contracts.

2.3. The Organization’s tasks:

- a management of intellectual property rights of subjects of intellectual property rights through appropriate agreements;

- representing the interests of foreign organizations, entities of intellectual property rights through appropriate agreements;

- providing individuals and legal entities, by entering into agreements with them, with non-exclusive rights to use the intellectual property rights transferred the management of an organization;

2.4. To implement its goals and tasks the Organization may:

- carry out  following functions on behalf of the subjects of intellectual property rights on the basis of authorities granted by them:

- coordinate with persons who use intellectual property rights the remuneration for the use at the conclusion of the contract;

- to conclude agreements on the use of the intellectual property rights, which were transferred into management;

- to collect, keep, distribute and pay the royalties collected from the use of intellectual property objects between the subjects of intellectual property rights and other entities, who own and manage these rights;

- to perform other activities provided by law, that are necessary to protect the rights managed by the Organization, including going to court to protect the rights of subjects of intellectual property rights in accordance with statutory authorities and authorization from these subjects;

- to enter into contracts of proprietary rights management of subjects of intellectual property rights;

- to require from persons who use intellectual property rights, providing them with documents containing accurate information about the use of these facilities necessary for collection and distribution of remuneration;

- to conduct a peer review of intellectual property rights for members of the Organization, on the basis of the evaluation certificate, obtained by the Organization under the law;

- to enter into bilateral or multilateral agreements with other collective management organizations;

- to manage the property rights of individuals who empowered the Organization with such management;

- to represent and defend their legitimate interests and the interests of its members to government and other organizations;

- to receive from the state authorities, as well as other institutions and organizations the information necessary for the implementation of statutory objectives and tasks;

- to establish institutions and legal entity organizations in order to achieve its statutory activities;

- to become a member of the other agencies and organizations, associations, unions, associations;

- to disseminate information on the activities of the Organization and to promote their ideas and goals;

- to hold forums, congresses, seminars, conferences;

- to attract sponsors to implement statutory objectives;

- to perform other actions that meet the statutory tasks and aims of the Organization, in accordance with the existing law;

- The Organization does not aim to directly or indirectly make a profit, has no right to engage in economic activity or use commercially any way intellectual property rights assigned to it for management.

2.5. To implement the statutory goals and objectives of the Organization may:

- take part in civil legal relations, acquire property and moral rights;

- enter into contractual relations with state and public organizations, enterprises of any form of property and individuals, as well as perform other actions which meet the goals and objectives of the Organization;

- represent and defend their legitimate interests and legitimate interests of its members in state and public bodies, courts at all levels;

- receive from state and local authorities and administration the information necessary to achieve their goals and objectives;

- make proposals to the authorities and management.


3.1. The Organization’s activities are based on such principles:

- a respect for individual opinions and dignity of every member of the Organization;

- a collectivity in the Organization and its agencies, combined with personal responsibility for each member of their duties and assignments;

- an election of all governing bodies of the Organization;

- a periodic reporting to elected bodies and members of the parent bodies;

- an openness, publicity, transparency;

- a freedom of discussion in conjunction with strict statutory discipline and subordination of minorities decisions;

- a mandatory enforcement of the higher authorities to lower.

3.2. The activities of the Organization are based on the Organization’s  Work Plan (program), approved by the General Meeting of the Organization for one year. Information on the implementation of the work plan (program) and performance may be covered in the media, if necessary.


4.1. Membership in the Organization is individual. Individual members can be citizens of Ukraine, which meet the requirements of the Articles of Association and participate in its activities. By decision of the Board, other citizens of Ukraine and stateless persons can become the members.

4.2. The board of the Organization makes the decision on membership within a month after the submission of personally written application addressed to the Chairman about the willing to become a member.

4.3. The members’ listing is carried out by the Board.

4.4. Members are entitled to:

- to elect and be elected to the statutory bodies;

- to take part in solving the issues considered at meetings of the statutory bodies, to which they were elected;

- to submit proposals to the statutory bodies of all levels and defend their views before the adoption of the relevant decision by the majority;

- to participate in meetings, statutory bodies sessions;

- to receive information on the activities of the Organization;

-  to freely defend and promote the ideas and suggestions on the issues discussed as of the decision making on these issues;

- to manage intellectual property rights and comprehensive protection of such rights;

- to receive an expert review from the Organization of the rights for their intellectual property rights;

- to make its intellectual, intangible, property, cash and other contributions to the Organization, to work on a contract basis or under a contract with the organization;

- to express its opinion about the proposed candidates for election to the statutory bodies;

- to participate in all events held by the Organization;

- to obtain assistance from the Organization, if needed;

- to leave freely the Organization at their own written statement.

4.5. Members obliged to:

- comply with the requirements of this Articles of Association;

- to take an active part in the enforcement of statutory bodies carrying out activities aimed at the promotion of comprehensively strengthen their authority;

- to pay contributions.

4.6. Membership in the Organization is incompatible with actions aimed at undermining the authority of the territorial integrity and national security of Ukraine, human rights violations, war propaganda, violence, ethnic, racial or religious hatred.

4.7. For the actions, incompatible with being in the Organization: gross violation of the Articles of Association, systematic failure to enforce statutory governing bodies, misconduct that compromises a member’s title, member’s penalties applicable : a warning and exclusion from the Organization. The decision is taken by the Board by simple majority of those present informing the Chairman of the Organization.

4.8. Member may be excluded, except for reasons specified in paragraph 4.7. of this Articles:

- at their own will by the application to the Board, which decides on the exclusion of members within one month from the date of application;

- Member’s death.


5.1. The governing bodies are: the General Membership Meeting (hereinafter - the General Meeting), Board of the Organization (hereinafter - the Board of the Organization). Board report to the members of the Organization on work, financial and property status annually in general (reporting) meeting held in December each year. As a result of the report General Meeting decide to continue the work of the Board in the same composition or its re-election.

5.2. The governing party is the President and Chairman of the Organization.

5.3. General Assembly - the highest governing body which has convened the Board of not less than once a year. Extraordinary General Meeting may be convened at the request of 2/3 of the Members of the Board of 2/3 and the President.

5.4. General meetings are valid if attended by at least half of the Members. The decision of the general meeting by a simple majority vote, and the decision on the reorganization or dissolution of, exemption from the duties of the Chairman and members of the Board taken by a majority of not less than 2/3 of those present.

5.5. The competence of the General Meeting includes:

- approval, amendments and additions to the Articles of Association of the Organization;

- approval of programs and main activities of the Organization;

- hearing reports of statutory bodies;

- deciding on termination of activities;

- disposal of assets and funds;

- the appointment of the liquidation committee and its chairman;

- an election of the Board and the President for a period of 5 years;

- an election of Chairman for 5 years;

- complaints on the actions or omissions of the governing bodies and officials of the Organization and to respond to them within one month;

- officials take measures to restore an infringement ofOrganization’s members rights.

- the ownership rights of the public organization is implemented by the supreme governing body, specific functions for the management of the property may be assigned to the President.

5.6. President of the Organization:

- President directs all activities of the Organization, selects the main strategic directions of the Organization and represents the Organization in relations with state and local authorities, NGOs, charities and other organizations, the media, publishers, other entities and individuals, including foreign and international;

- Carries out actions without power of attorney on behalf of the organization;

- Has the right to examine and resolve any issue that is important for the operation of, except matters within the exclusive competence of the General Meeting and the Board;

- Concludes agreement gives instructions on disposal of property and funds, has the right of first signature on financial documents;

- Opens and closes accounts in banks and other financial institutions;

- Signs estimate of income and expenditure, reports, letters and other business documents;

- Hires and dismisses staff members of the Organization;

- Determines the competence of the Board and Chairman of the Board;

- Together with the Chairman of the Board decides on the acceptance of Members and the exclusion of members;

- Together with the Chairman of the Management Board shall decide on the establishment and closure of separate units.

5.7. In case when the President is temporarily unable to perform his duties, his duties are performed by the Chairman, by decision of the Organization’s President.

5.8. The Board is the highest administrative body of the Organization.

5.9. Chairman of the Board:

- Organizes execution of the general meeting’s decisions;

- Signs agreements, and other financial and business documents;

- Provides training and meetings of the General Assembly;

- Manages the daily operations of the Organization;

- Distributes duties among members of the Board;

- Approves the annual budget and reports on its use;

- Prepares documents of general meetings;

- Engages in elaboration and planning activities. Makes changes to the action plan;

- Together with the President of the Organization decides on the acceptance of Members, the exclusion of members;

- Together with the President of the Organization decides on the establishment and closure of separate divisions;

- Conducts information policy;

- May create commissions, sections and other working bodies of the Board, where Organization’s members and independent experts (specialists) can be engaged, who may not be the Board members.

5.10. Board meetings of the Organization occur at least once a quarter, the Management Board shall be convened by the chairman or at the request of 2/3 of the members of the Board and are authorized when a majority of its members.

5.11. The Board’s decisions are made by a simple majority vote of the members present.

5.12. The size of the Board is defined by Organization’s meeting.

5.13. Changes in the Board’s structure and Chairman’s election are held on the General Meeting no later than on the last month of the last year of the Presidency (at what tenure is counted from the day of the election at the general meeting). Election of the new board is also possible at the extraordinary general meeting called by the 2/3 of Organization’s Members.

5.14. Meetings of the governing bodies of the Board and General Assembly of the Organization may be conducted with the direct participation of members and using Internet communication with audiovisual software, online conferences. Management of the Board can decide to form such meeting and informs its Members at least 15 days prior the date of the governing bodies meeting (General Meeting) and choses the form of meeting. Any governing bodies meeting is accompanied with a protocol about its form, where must be indicated if the meeting was held with a help of Internet communications, the protocol must indicate which computer program was used.

5.15. The supervisory authority of the Organization is audit committee. The Audit Committee has advisory and supervisory powers for financial activities and targets the assets of the public association. The Audit Committee is elected at the general meeting for the term of 2 years with no less than 3 members who elect chairman and secretary.

The supervisory authorities shall be convened by its chairman at least twice a year, also within 10 days after a written request from the board.

The supervisory authorities shall have the power:

- to make proposals for financial activities and the assets of the public association;

- to make conclusions about the financial performance and a use of the public association assets for approval by the General Meeting;

- to make conclusions on other issues as proposed by the governing bodies of the organization;

- to hold periodic and special inspections of financial activities and organization’s assets.


6.1. Decisions, actions or inaction of the Board may be appealed to the supreme governing body of the Organization.

6.2. Such a complaint is submitted in writing through the Board of the Organization. A complaint may be filed no later than one calendar month from the date of the decision, an action or inaction of the Board. If the last day of the period falls on a weekend or holiday, the last day of the period is the next working day.

6.3. Complaints filed with the deadlines specified in chapter 6.2. of this Articles are not subjects to review.

6.4. Citizens of Ukraine, foreigners and stateless persons, who are in Ukraine on legal grounds and under 18 years of age, have the exclusive right to appeal a refusal of members.

6.5. Chairman, Board Member and members have the right to appeal any decision, action or inaction of the Board.

6.6. Decisions on complaints accepted the general terms and are binding for all members and bodies.

VII. Sources of income and the use of funds and other assets

7.1. The organization is a non-profit organization. To carry out its program and statutory purposes and objectives of owns own movable and immovable property, equipment, intangible assets, transport and other facilities the acquisition of which is not prohibited by current legislation of Ukraine.

7.2. The Organization can rent the necessary movable and immovable property.

7.3. Cash and property of the Organization are formed from:

- Admission and membership fees of the Organization’s members;

- Funds or property, intangible assets received free of charge or in the form of non-repayable financial assistance or donations;

- Passive income;

- Funds or property received from conducting core business, subject to paragraph 157.13 of Article 157 of the Tax Code of Ukraine;

- Grants or subsidies from the state or local budgets, state trust funds or charity, including humanitarian, aid, except for grants for regulation of prices for paid services.

7.4. The Chairman manages the Organization’s property and funds within the approved budget and expenditure.

7.5. The Organization is not liable for the obligations of its members.

7.6. The organization, its enterprises and organizations are obligated to conduct accounting, statistical and financial reporting, to register in income and charges bodies and make payments to the budget in the manner and amount prescribed by law.

7.7. The Organization’s property and assets are used solely for the performance of its statutory objectives and to ensure the activities of the Organization.


8.1. The Organization can have separate units without legal entity, formed by the Chairman of the Board.

8.2. A manager of a separate division is appointed by the President, together with the Chairman of the Board. A separate unit’s manager needs to be a Member.

8.3. Separate units have the following authorities:

- to implement the statutory goals and objectives of the Organization in a particular locality, within the limits provided by the decision of the President and Chairman of the Board;

- to attract new members by means not prohibited by current legislation of Ukraine;

- to represent the Organization in a particular administrative area;

- to use property, funds, intangible assets, fixed for separate division of the Organization, according to a joint decision of the President and Chairman of the Organization in order to implement the statutory goals and objectives of the organization.

8.4. A manager of a separate subdivision has a right to:

- use the Organization’s name and symbols to achieve the objectives of the Organization;

- receive assistance in the implementation of the tasks of governing bodies and officials of the Organization;

- attend the general meeting, board meeting;

- address a petition to the governing bodies;

- the protection of their legitimate rights and interests;

- comprehensive support from the governing bodies of the Organization.

8.5. The head of a separate subdivision shall:

- comply with the Articles of Association of the Organization;

- actively implement the decisions of the governing bodies (taken within the bylaws and applicable legislation);

- avoid actions designed to violate Members’ dignity.

8.6. Activities of separated subdivision can be stopped by closing it or by decision of the general meeting.

8.7. Property and money that has been attached to a separate subdivision should be directly transferred to the jurisdiction of the Board and the decision about its distribution is made by the General Meeting.


9.1. The activities of the Organization are terminated through its reorganization by joining other public organization with the same status and by dissolution by court order (forced dissolution);

9.2. The decision on the reorganization or dissolution, the use of the property and funds is made at the General Meeting and is accepted with 2/3 of the votes of present members. In case of reorganization of its property, assets and liabilities are transferred to the assignee.

9.3. Reorganization of the Organization is done by joining other public association of the same status. The reorganization is based on the decision of the General Assembly of the Organization.

9.4. The decision on liquidation (forced dissolution) of the Organization may be taken by a court in accordance with the law;

9.5. The General Assembly creates liquidation committee to address the issues related to the termination of the Organization. Numerical and personal structure and procedure of election shall be determined by the General Assembly of the Organization.

9.6. In case of liquidation of the Organization, its assets shall be transferred to one or more non-profit organization or credited in the income of the state budget.

9.7. Liquidation is completed; the Organization has ceased its activity, from the date of the relevant entry in the Unified State Register.

9.8. Termination of in-house activities of the Organization, including transferring Organization’s documentation to the appropriate archives within 60 days from the date of entry of the decision to terminate the activities of the Organization in the appropriate state registers. During the set time, the President and the Boards manage all the current affairs aimed at stopping Organization’s activities. When these actions are completed the activities of the President and the Board are done (except for the authorities entrusted to them by the liquidation committee, Commission reorganization).


10.1. Amendments to the Articles are the competence of the General Meeting.

10.2. The General Meeting makes decisions on amendments to the Articles which are adopted after it received more than 2/3 votes of present members of the Organization.