REPUBLIC OF LITHUANIA
LAW
ON ASSOCIATIONS
Article 1. The Purpose of the Law
1. This Law shall regulate the procedure for the
establishment, management, activities, reorganisation, and
liquidation of associations.
2. This Law shall not apply to those associations the
activities whereof are regulated by separate laws.
Article 2. The Concept of the Association
1. An association shall be a voluntary union of legal and
natural persons which performs managerial, economic, social,
cultural, educational, scientific research tasks and functions
which are established by the association members.
2. The objectives of the activities, main functions and
tasks of the association must relate to the activities or needs
of the association members and must be laid down in its statutes.
3. Legal and natural persons may unite into associations by
the type of activities, consumption, functions, and area. A
person may be a member of several associations.
Article 3. The Status of the Association
1. The association shall be a legal person from the day of
its registration, having the seal with its name and a settlement
account. The association shall be liable for its obligations to
the full extent of its property and shall not be liable for the
commitments assumed by its members.
2. The association shall be a non-profit organisation. It
cannot distribute a gained profit among its members. A non-profit
organisation shall be an entity possessing the rights of a legal
person which has been set up in accordance with the procedure
established by the laws and the objective of activities whereof
is not profit seeking.
3. The name of the association must contain the word
"association". The name of the association must conform to the
requirements of the Regulations of Firm Names which are approved
by the Government.
4. The association shall enjoy the freedom of activities,
initiative and decisions, granted by the Constitution of the
Republic of Lithuania, this and other laws of the Republic of
Lithuania, decrees of the Government, and the determined duties,
and in its activities shall abide by the association statutes
registered in accordance with the procedure established by this
and other laws.
Article 4. Association Members
1. Legal and natural persons of the Republic of Lithuania
and other states may be association members. Restrictions on
membership of foreign legal and natural persons in the
association may be set in the statutes.
2. The members must observe the association statutes. The
person who pursues interests contrary to the objectives of the
association may not be admitted to the association.
3. The list of all the members must be held in the
association, and the list of the members who belong to an
affiliate must be held in that affiliate. Each association member
shall have the right to familiarise himself with these lists.
4. The association member shall have the right to:
1) make use of the services rendered by the association;
2) acquire the information concerning the activities of the
association;
3) use the information collected by the association; and
4) dispute in court the resolutions of the general meeting
of the members and the collective managing body, and the
decisions of the administration.
5. The members shall have the right to withdraw from the
association and the association shall have the right to expel the
members. The rights of the members, who have withdrawn or who
have been expelled from the association, to the part of the
association property shall be exercised according to the
procedure established in the statutes.
6. If the member's rights or lawful interests in the
association are violated, the member shall have the right to
defend them judicially.
Article 5. Establishment
1. An association may be established on the initiative of
legal and natural persons. The association shall consist of at
least 3 members.
2. The initiators of establishment of the association must
convene a constituent assembly in which the persons
(representatives authorised by them) who have expressed in
writing their desire to be the members of the association which
is being established shall have the right to vote. The
constituent assembly shall adopt the decision concerning
establishment of the association, its statutes and shall elect
managing bodies.
Article 6. The Statutes
1. The statutes shall be a legal document which governs the
activities of the association.
2. The following must be stated in the statutes:
1) the name of the association;
2) the registered office (address) of the association;
3) the objectives, functions and tasks of the association;
4) the rights and duties of the association members;
5) the procedure and conditions of admitting, withdrawal and
expulsion of the members from the association;
6) the procedure for forming the managing bodies, their
competence, functions and responsibility, the procedure for
removing of the elective managing bodies and their members, the
procedure for the payment for work of the members of the elective
managing bodies;
7) the procedure for establishing and liquidating
affiliates;
8) the sources of the property and funds;
9) control of financial activities;
10) the procedure for amending and supplementing the
statutes;
11) duration of the activities of the association; and
12) the procedure for reorganising and liquidating the
association.
3. The statutes may also contain other provisions which are
in compliance with the laws.
Article 7. Registration
Associations shall be registered, re-registered and removed
from the register in accordance with the procedure established by
the laws. Disputes concerning the registration of the association
shall be settled in court.
Article 8. Affiliates
1. The association shall have the right to set up
affiliates. They shall be set up in the procedure established in
the statutes.
2. An affiliate shall be a subdivision of the association
with a separate registered office. The affiliate is not a legal
person and shall use the name of the association as a legal
person. The affiliate shall operate in compliance with the
association statutes and the powers granted by the general
meeting of the members which must be specified in the statutes of
the association and the regulations of the affiliate.
3. The affiliate shall be registered, re-registered and
removed from the register in accordance with the procedure
established by laws.
Article 9. The Union of Associations
1. In order to solve their general tasks associations may
unite into unions (confederations). The unions (confederations)
of associations shall be established and operate in the manner
prescribed by this Law.
2. An association shall join the union (confederation) at
the resolution of the general meeting (conference, congress) of
the members, which is adopted in accordance with the established
procedure.
3. Enterprises, provided that they are not the members of
the associations which are the members of the union, may be the
members of that union (confederation).
Article 10. The Rights and Duties of the Association
1. In order to conduct the activities provided for in the
statutes, the association may:
1) have a settlement account and a foreign currency account
with the banks according to the established procedure;
2) possess and use the property and funds which belong to
it, and dispose thereof;
3) conclude contracts and assume obligations;
4) set up enterprises and organisations. They shall be
established and shall operate in accordance with the law on the
enterprises or organisations of an appropriate type;
5) establish mass media facilities;
6) join the union (confederation) of associations and
withdraw from it; and
7) join international organisations.
2. The association shall be prohibited from engaging in
commercial activities.
3. The association shall conduct accounting, present
financial accounting data to state institutions and pay taxes in
accordance with the procedure established by the laws.
Article 11. The Property and the Sources of Income
1. The association may by the right of ownership own
buildings, means of transportation, equipment and other kinds of
property necessary for carrying out of the activities provided
for in its statutes which may be acquired with the funds from the
sources established in Paragraph 2 of this Article.
2. Income sources of the associations shall be as follows:
1) initial contributions of the members, membership fees and
special-purpose contributions;
2) special-purpose funds of the State and local authorities;
3) funds and property donated by legal and natural persons;
4) legacies left to the association;
5) profit of the enterprises established by the association;
and
6) interest paid by credit institutions on the funds kept in
them.
3. The receipts of the association from the activities which
are not provided by the statutes, as well as the receipts
generated or applied in violation of this Law, shall be
transferred to the State Budget in the manner prescribed by laws.
Article 12. Managing Bodies
The managing bodies of the association shall comprise the
general meeting (conference, congress) of the members, collective
managing body (bodies) and the administration.
Article 13. The General Meeting of the Members
1. The general meeting (conference, congress) of the members
shall be the supreme managing body of the association.
2. The meeting (conference, congress) shall have the power
to:
1) adopt, amend and supplement the statutes;
2) set objectives and main tasks of the association;
3) establish the procedure for the formation of the
collective managing bodies, elect their members and remove them
from office;
4) fix the amount of contributions and taxes of the
association members and the procedure of payment thereof; and
5) establish enterprises, mass media facilities belonging to
the association, reorganise or liquidate the association.
3. The meeting (conference, congress) must be convened at
the time established in the statutes. An extraordinary meeting
must be convened provided that it is requested by no less than
1/5 of the association members, by the resolution adopted by the
collective managing body, or by the examiner (examination
commission, auditor).
4. The meeting (conference, congress) shall be considered
valid if no less than half of its potential participants attend
it. Decisions shall be adopted by a simple majority vote. Votes
of no less than 2/3 of the representatives present at the meeting
shall be necessary in order to adopt resolutions on the issues
specified in items 1 and 5 of Paragraph 2 of this Article. While
voting each participant of the meeting (conference, congress),
regardless of the amount of the contributions made by the
respective participant or the association member whom he
represents, and the number of the members represented, shall have
one deciding vote.
5. If the meeting does not have a quorum, a repeat meeting
must be called within one month according to the procedure
established in the statutes which shall have the right to adopt
resolutions on the items set in the agenda of the meeting which
has not taken place, irrespective of the number of the members
present.
6. Instead of a general meeting of the members, a conference
or congress may be convened in accordance with the procedure
established in the statutes.
Article 14. The Collective Managing Body
1. During the period between general meetings of the members
a collective managing body (bodies) shall guide the activities of
the association, which is elected in accordance with the
procedure established in the statutes and for the set period of
time.
2. The collective managing bodies may be: the Board, the
Council, the Presidium. The association statutes shall establish
which managing bodies are set up, the number of their members,
functions and powers of the managing bodies.
3. Natural persons - association members or representatives
of the collective members may be the members of the collective
managing body. The statutes may contain additional requirements
for a member of the collective managing body.
4. The meeting of the collective managing body shall be
valid if it is attended by at least 1/2 of the members of the
managing body, and the adopted decisions shall be considered
lawful when no less than half of the members of the managing body
vote for them. The members shall have equal voting rights. In
case of a tie, the head's of the collective managing body vote
shall be casting.
Article 15. The Administration
1. The operative activities of an association shall be
organised and carried out by the administration.
2. The association must have the head of the administration
and chief financier (book-keeper). One and the same person cannot
hold both posts concurrently.
3. The head of the administration and chief financier shall
be appointed and their official salaries shall be fixed by the
collective managing body which concludes employment contracts
with them.
4. The head of the administration shall:
1) direct the administration;
2) according to the granted powers enter into transactions
on behalf of the association and represent the association in
other institutions; and
3) take on a job and dismiss employees of the administration
as well as fix their official salaries.
Article 16. Control of Financial Activities
1. The association must from time to time perform
inspections of financial activities. The inspections must be
performed by the examiner (examination commission, auditor) who
is elected by the general meeting (conference, congress) of the
members for the term established by the statutes. A natural
person who has a qualification certificate or a legal person
which has the right to provide audit services may be an examiner
or auditor. A member of the collective managing body of the
association, and an employee of the administration cannot be an
examiner.
2. The examiner shall control the financial activities of
the association. He must:
1) inspect annual accounts of the association and other
financial accounting documents;
2) at the instructions of the general meeting of the members
or the Board perform the financial accounting inspections of the
association;
3) notify the next scheduled general meeting of the members
or the sitting of the collective Managing body of the violations
disclosed during the inspection.; and
4) present to the general meeting of the members an annual
report on the inspection of financial activities of the
association.
3. The administration and the collective managing body of
the association must furnish to the examiner the financial
accounting documents requested by him.
4. The examiner shall be liable under the laws for
concealing deficiencies of the activities of the association.
5. The State Control shall have the right to inspect how the
funds allocated by the State and local authorities are being
used.
Article 17. Reorganisation
1. The association may be reorganised by the resolution of
the general meeting (conference, congress) of the members. The
association may be reorganised in the following ways:
1) by uniting with other associations; and
2) by dividing the association into several associations.
2. When reorganising the association, its property must be
evaluated; the examiner or auditor must present in writing the
conclusions concerning the property prior to the general meeting
of the members at which the reorganisation of the associations
shall be considered.
3. The associations that are in operation after the
reorganisation shall take over the rights and liabilities of the
reorganised association. The procedure and time limits of taking
over the rights and liabilities shall be set by the general
meeting of the members.
4. The reorganised associations shall be registered in the
manner prescribed by laws.
Article 18. Liquidation
1. The association may be liquidated on the following
grounds:
1) the time of the duration of the association as specified
in the statutes has expired;
2) the resolution of the general meeting of the members;
3) the fact that there are less association members left
than established by this Law; and
4) the court's decision to liquidate the association for the
violations of law established by the laws.
2. The managing body or institution that has resolved
(decided) to liquidate the association, shall appoint a
liquidator, establish his powers, time limits of liquidation,
procedure for stock-taking and taking over the property. The
procedure for appointing the liquidator and granting him the
powers in the case specified in item 3 of Paragraph 1 of this
Article must be established in the statutes. After the liquidator
is appointed, the association shall acquire the status of the
association in liquidation: the managing bodies shall be divested
of the powers to manage the association, and their functions
shall be performed by the liquidator.
3. The liquidation or reorganisation must be announced
publicly on two separate occasions in the manner prescribed by
the statutes; the interval between the two occasions must be at
least 30 days.
4. Upon liquidation of the association, the liquidator must
draw up the act of liquidation, remove the association from the
register, and return the certificate to the registrar who issued
it.
5. When liquidating the association its property and funds
which are left after paying debts shall be used in accordance
with the procedure established in the statutes. Only initial
contributions may be returned to its members.
Article 19. Final Provisions
The associations registered up till now must revise their
statutes according to this Law and register them within one year
from the promulgation of this Law.
I promulgate this Law passed by the Seimas of the Republic
of Lithuania.
Algirdas Brazauskas
President of the Republic
Vilnius
14 March 1996
No.I-1231