by the Constituent Assembly
of Psychologists and Psychotherapists non-governmental organization of Republic of Moldova
on the basis of minutes
of 12th February 2014
at the Ministry of Justice
of the Republic of Moldova
under no. 6714
on 22nd May 2014,
Deputy minister /signature/ /stamp/
“ASSOCIATION OF PSYCHOLOGISTS AND PSYCHOTHERAPISTS FROM THE REPUBLIC OF MOLDOVA”
1. GENERAL PROVISIONS
Non-governmental organization of Psychologists and Psychotherapists of Republic of Moldova, hereinafter – “NGO”, is a non-governmental, non-political, non-profit organization established on the basis of free principle of associated persons for achievement of goals defined by this charter.
Full nameNon-governmental organization of Psychologists and Psychotherapists of the Republic of Moldova”.
The NGO is formed and performs its activity in accordance with the Constitution of the Republic of Moldova, the Law of the Republic of Moldova no. 837-XIII about Non-Governmental Organizations of May 17, 1996 and this charter.
The NGO has a legal organization form of “Non -Governmental Organization”.
The NGO is a legal entity from the time of registration of its Charter in the Ministry of Justice of the Republic of Moldova and has all rights and obligations assigned by the legislation to the legal entities of such category. The NGO has a stamp, emblem, its own financial balance sheet, banking account in lei and in a foreign currency, fiscal code and other attributes of a legal entity.
The NGO is a republican Non-Governmental Organization and will perform its activity on the entire territory of the Republic of Moldova. Term of operation of the NGO is unlimited.
The NGO is non-profit, non-political, of public utility.
The NGO will use entire profit from its activity in the goals provided by the charter.
The NGO does not support political parties, electoral blocks and candidates in election to state authorities and will not use any part of its income or property in their favor.
The NGO has distinct patrimony, necessary for insurance of the provided by the chapter activities and bears responsibility for its obligations by this patrimony.
The NGO’s staff operates on a voluntary basis, recompenses are also possible.
The NGO will be located on the following address: nr. 35, Columna street, Chisinau mun., Republic of Moldova
2. PRINCIPLES OF NGOACTIVITY
The NGO is formed and will perform its activity under principles of freedom of alliances, legality, openness and transparency, equality of rights of all members, freedom of opinion expression by all members and their access to any information related to activity of the NGO, self-administration and self-funding.
The NGO is free to choose its events, forms and methods of activity and to establish the internal structure. State authorities are not allowed to interfere with NGO activity and the NGO is not allowed to interfere with activity of public authorities.
The NGO through its activity will promote national values and interests, civism, democratic principles and principles of the constitutional state, partnership, open competition and observe ethic norms of the non-commercial sector.
The NGO must not admit occurrence of conflicts of interest in its activity.
Activity of the NGO is transparent, information about documents of the institution and about program documents is publicly available. All physical and legal persons are guaranteed free access to the activity and financial rapport of the NGO.
3. GOALS AND METHODS OF ACHIEVEMENT
3.1. The NGO's goals are to contribute to:
Providing psychological assistance to citizens;
Support for the implementation and protection of civil, social and other legitimate citizens' rights;
Help in personal development of psychologists and psychotherapists by providing access to new technologies and information;
The contribution to raising the social level of the population of the Republic of Moldova;
Contribution to raising the cultural level of the population;
Supporting and promoting young psychologists and psychotherapists;
Accumulation of funds and charitable activities
Implementation of social programs
Material, social and consultative support for children and young people, elderly people, the poor, people in risk groups, sexual minorities;
Promoting a healthy lifestyle in society.
3.2 For purpose of achievement of the charter goals, the NGO will perform the following activities:
Organization and participation at seminars, conferences, meetings, lessons etc., for achieving statutory purposes with the involvement of qualified specialists in the field of psychology and psychotherapy with priority in activity of NGO;
Analysis of social and juridical issues faced by psychologists, psychotherapists and the population;
Creation of didactic materials, editing and multiplication of periodicals for psychologists and psychotherapists;
Accumulation of funds from donations and sponsorships and their investment for the implementation of statutory purposes, inclusively from other countries;
Providing assistance for social-vulnerable people;
Providing consultative assistance, analysis, evaluation and monitoring in psychology and psychotherapy in accordance with the requirements of the legislation;
Cooperation with state structures, governmental and non-governmental organizations, international organizations and prominent specialists in psychology and psychotherapy;
Distribution of literature in the field of activity;
Organization of seminars and conferences;
Development and establishment of professional service system in the specialized field;
Another activities that don’t break the law and state objectives.
3.3 For achieving the goals NGO has the following right:
to represent the interests of NGO members in public authorities and other organizations;
to insure protection of rights and interests of its members;
to undertake training in the professional orientation of psychologists and psychotherapists and to issue appropriate certificates;
to conduct publishing activity;
to diffuse freely information about its activity;
to obtain from public authorities the necessary information for carrying out the statutory activity;
to conclude contracts in its name, to procure and sell goods in accordance with the statutory purposes;
to engage in business activities that will contribute to the achievement of statutory goals and objectives in accordance with the legislation in force;
to participate in national and international competitions in order to receive social orders and subsidies from the state and to obtain grants and scholarships from other countries, from national and international foundations, from physical persons and enterprises;
to conclude with physical persons and legal entities bilateral and multilateral agreements of cooperation in order to achieve statutory goals and objectives;
to found enterprises and other organizations with the right of legal entity;
to acquire movable and immovable property necessary to carry out and ensure the proper functioning of the NGO:
to participate at international conferences, seminars;
to coordinate with international organizations of similar profile;
to enjoy other rights provided by the legislation in force.
4. MANAGEMENT AND CONTROL BODIES
Structure of the NGOcovers the following bodies:
- General Assembly;
- Administration Council;
- Auditing board.
The supreme body of the NGO administration is General Assembly of members or of their delegates that takes place regular or irregular.
The general Assemblyhas the following basic competences:
- defines the main directions of NGO activity;
- decides to adopt, to supplement or to a change the Charter;
- examines and approves the annual budget of the NGO and the annual financial balance;
- elects and releases members of Administration Council, Auditing board, Chairman;
- approves report of Administration Council and auditing board;
- makes decisions on reorganization or liquidation of the NGO, appoints a liquidation board and approves the liquidation report;
- makes decisions on any other matters related to activity of the NGO;
4.4. The mandate of all elected bodies by General Assembly is of 4 years.
4.5 Regular general Assemblies can be held when interests of the NGO require doing so, but not less than once a year. The Administration Council will call the general Assembly that must inform all members of the NGO at least 15 days before the general Assembly takes place. Announcement on calling a general Assembly must contain the agenda, place, date and time of the Assembly. Each member must be informed about calling of the supreme authority in person or via periodic press indicated in the NGO Charter.
4.6 Calling of the irregular general Assembly will be performed by the Administration Council at its own initiative, by request of the Chair, auditing board or by proposal of at least one third of total number of NGO members.
4.7 An irregular general Assembly can be called not later than two months after submission of the decision on organization of the irregular general Assembly by the subjects listed in clause 4.5 of the Charter. Should the Administration Council postpone or intentionally delay calling of the irregular general Assembly, the authorized subjects may call the irregular general Assembly in accordance with the established procedure without the consent of the Administration Council.
4.8 The general Assembly will be deliberative only if it is attended by at least 50% plus one of total number of NGO members or their representatives. Each member has one vote. Decision must be approved by a simple majority of votes of the present persons, except decision related to amendment of the Charter and reorganization or liquidation of the NGO, when decision must be made by 2/3 of votes of the present members at the general Assembly.
4.9 If the called general Assembly cannot be considered a deliberative Assembly, then the authorized body within one month will call the general Assembly again with the same agenda. Repeatedly called general Assembly will be considered a deliberative Assembly with any number of present persons.
4.10 The General Assembly can make decision only on matters included in the agenda. As for matters not included in the agenda, the general Assembly can make decision only if all members of the NGO are present or represented at the Assembly.
4.11 Minutes of the Assembly must be held at the general Assembly, and it will be signed by the Assembly secretary or the NGO chair.
4.12 The Administration council headed by Chairman is the permanent management body of the NGO that is made up by 3 persons, that is subordinated to general Assembly and has the following competence:
- elaborate the strategy of development and identify the main directions of NGO activities, and submits them for approval to the general Assembly;
- ensures fulfillment of decisions of the general Assembly and provides reports to the general Assembly on activity of the NGO;
- elaborates the budget of the NGO, annual financial report and activity report, and submits them to the general Assembly for approval;
- approves the internal regulation of the NGO and establishes its organizational structure;
- approves the staff members, personnel employment and release proposals, the modality of labor payment and salary amount of the paid workers of the NGO;
- establish in accordance with the legislation material responsibility for the NGO Chairman;
- approves the conditions and procedures of entering and release of the new members in NGO;
- approves the symbols and forms of the NGO;
- manages property of the NGO and activity aimed to increase it;
- establish the procedure for utilization and distribution of collected donations;
- admits and expels members of the NGO;
- makes decision of acquisition, distribution and sale of NGO property;
- operative management of the economic activity of the NGO, property administration;
- makes decision on participation of the NGO as a founder of non-commercial organization and commercial companies;
- determines the size of the NGO’s membership fee;
- makes decisions on all matters that are not in competence of other NGO bodies;
4.13 The Administration council is elected by the general Assembly for 4 years. Assembly of the Administration council takes place when necessary, but not less than once per quarter and will be considered deliberative if at least 2/3 of total numbers of its members are present. Decisions will be made by a simple majority of votes. At the request of a member of the Administration council, the Chairman is obliged to call within 10 days an irregular Administration council Assembly. In case when the Chair refuses or intentionally delays the emergency Assembly, then the Bureau member, who insists on calling an emergency Assembly, can call an emergency Assembly without the consent of the Chair.
4.14 The chairman being elected from the members of the Administration council convenes and directs the Assemblies of the Council.
4.15 The status of the Administration council member ceases to exist in the following cases:
- in case of death.
- in case of resignation in accordance with the established terms by the retiring person, but not later than one month after the written notice of the Chairman;
- in case of expelling by decision of the General Assembly;
4.16 In case of situation provided by clause 4.14, the vacancy in the Administration council will remain vacant until the assignment of a new member as soon as possible.
4.17 The Administration council elects the secretary who will:
- lead the work of secretariat;
- register application and demarches for the NGO;
- make minutes of the NGO general Assemblies and Administration council Assemblies;
- correspond with state authorities, other organizations and institutions.
4.18 The Chairman is elected by the General Assembly for a period of 4 years, manages directly the NGO during the period between Administration council assemblies and has the following competences:
- makes decisions on all matters that are not in exclusive competence of other bodies;
- represents the NGO before the judicial instances, in relations with state authorities, with other legal and private persons without Power of Attorney;
- performs current administration of NGO funds, makes deal and sign contracts, issues letters of attorney, opens banking accounts, signs other financial documents;
- organizes and manage current activity of the NGO and its subdivisions, ensures fulfillment of decisions made by the NGO Administration council;
- makes proposals on employment and dismissal of personnel;
- takes care of secretariat work;
- ensures accounting and statistics according to the legislation;
- bears personal responsibility for activity of the NGO and its immovable and circulating assets;
- makes proposals about the way the collected donations may be distributed and participates at distribution of humanitarian and other aid;
- offers to the public authorities the necessary information and submits rapports established by law to them;
- gives orders, indications, instructions;
- decides over the forms and methods of work, insures integrity and rational usage of the property of the NGO;
4.19 The chairman may constitute in the case of the necessity groups of experts in order to study certain important problems related to the Activity of NGO, for debating certain governmental programs in the field of the activity of the NGO, in order that the community to pay attention over some major problems of the society.
4.20 Control over financial and economic activity of the NGO will be performed by the auditing board elected by the general Assembly for 4 years. Administration council members may not become members of the auditing board.
4.21 Auditing board:
- analyzes observance of NGO Charter, fulfillment of general Assembly and Bureau decisions and submits its conclusions to the general Assembly;
- controls the legality and appropriateness of the financial means use of the NGO;
- Countersign the minutes of the General Assembly of the NGO.
4.22 The auditing board can demand from the Bureau to provide information about its activity for a particular period of time, familiarize with all documents related to activity of the NGO.
4.23 The auditing board may decide to carry out controls on its own initiative in case of signals of violations in the financial activity of the NGO.
4.24 Results of controls performed by the auditing board will be submitted to the Administration council and the General Assembly in a report.
The founders of the NGO become legal members of the NGO. The members of the NGO may be any citizen of the Republic of Moldova as well as foreign citizens, persons without citizenship with the domicile in the Republic of Moldova who have psychological and psychotherapeutic studies, professors (doctors, professionals in the field of health, teachers, social assistants etc.), who recognize and sustain the objectives of the NGO. NGO is not responsible for the obligations of its members and the members are not responsible for the obligations of the NGO.
The candidature of the future member of the NGO, as her/his dismissalfrom its members is discussed at the Assembly of the Administration Council with the obligatory presence of the respective candidate. Assembly.
Each member of the NGO shall pay an annual membership fee of 250 lei. The amount of the admission fee may be modified by the decision of the Administration Council.
Members of the NGOhave the following rights and obligations:
- the right to participate at the events of the NGO, elect and be elected in any position in the NGO, participate in all projects of the NGO, print its works and other materials in a printing body of the NGO, leave the NGO, with or without indication of reasons;
- NGO members must fulfill requirements of this Charter, decisions of general Assembly, Administration council, the Chairman, take active part in fulfillment of charter goals, pay membership fee on time.
5.5 Members who do not take active part in activity of the NGO and who break the link with the NGO on its own initiative with the NGO, and members who breached requirements of this Charter can be expelled from NGO members by decision of the Bureau which later will be made known to the general Assembly.
PROPERTY AND SOURCES OF FUNDING
Property of the NGOis formed of:
- membership fees; of joining – 200 lei, annual – 250 lei;
- sponsor contributions and other voluntary donations from physical or legal persons, domestic and foreign;
- state subsidies and grants;
- income from its own economic activity;
- income of commercial companies formed with participation of the NGO;
- income from utilization or sales of NGO assets;
- other sources that are not forbidden by the law.
6.2 The NGO may have such property as constructions, equipment, transport means, and other property required for goals and objectives achievement, laid out in this Charter.
6.3 Donation for the NGO can be made in the form of funds, movable and immovable property, copyrights, etc.
6.4 All property of the NGO and profits from its economic activity is used for the fulfillment of these charter goals and cannot be distributed among members.
6.5 Property transmitted to the NGO from its members as contributions and donations, may not be reimbursed and become property of the NGO.
TRANSPARENCY OF ACTIVITY AND FINANCIAL REPORTS
A report of the main indicators will be made in accordance with the legislation in force. At the end of the financial year the Chairman will submit with at the Administration council a financial report of the NGO which must be authenticated by the control and auditing board.
An annual financial reportof the NGOwill be made in accordance with results of the year contains:
- a short content of NGO activity for the reporting period:
- the balance of cash at the beginning of the reporting period and at the day of reporting;
- the total income from all sources, indicated in clause 6.1 of this Clause.
- expenses by activities with indication of labor payments, deductions, taxes and other administrative expenses, balance of cash by the end of reporting period.
7.3 Financial report will be provided for familiarization to all NGO members at the general Assembly.
7.4 The financial report will be kept at the NGO and will be publicly available to all interested persons.
7.5 All physical and legal persons are guaranteed to have a free access to financial indicators of the NGO.
APPROVAL ANDAMENDMENT OF THE CHARTER
This Charter is approved by the general Assembly of all NGO members.
Proposals of the NGO members for amendment or completion of this Charter must be submitted to the Administration council, and then it will provide it for examination at the next general Assembly.
Amendments and additions to the Charter must be approved by decision of the general Assembly with the presence of 50% plus one of the total members or their representatives and, if at least 2/3 of total number of members present at the Assembly voted for it. The address indicated in the Charter can be changed by the decision of the Administration council.
Amendments and additions to the Charter become effective from the time of their registration.
WAY OF REORGANIZATION AND LIQUIDATION
The NGO will cease to exist by reorganization or self-dissolution by decision of the general Assembly made under provisions set out in this Charter.
Reorganization of the NGO can occur only under legal conditions, fusion (flowing, absorption), dismemberment (division, separation) or transformation with a preliminary notification of creditors. Reorganization can be recognized only after registration in a competent state body.
Self-dissolution can be performed only if charter goals and objectives cannot be achieved due to lack of funds or due to achievement of the charter goals.
The NGO can be forcibly liquidated by decision of competent authorities in case of breach of legislation on non-governmental organizations.
Self-dissolution of the NGO is followed by liquidation procedure. During liquidation, the NGO must use its name with an addition “in liquidation process”. Liquidation of the NGO will be performed by the liquidation board assigned by the body that made the decision on liquidation in accordance with the Law on non-governmental organizations and the Civil Code.
The Council of Administration must submit with the registration body an application on initiation of the liquidation of NGO and inform data of the liquidation board members.
The liquidation board has all rights and obligations that do not contradict the goal of liquidation. The liquidation board will suspend activity of the NGO, collect debts from debtors, sell assets, meet claims of creditors and distribute the remaining assets in accordance with legal and charter provisions.
The liquidation board will make a liquidation balance sheet stating the cost and composition of the remaining assets and submit it to the body that approved liquidation.
The left assets after fulfilling the claims of creditors may not be distributed among members of the NGO and members of its bodies and will be transferred to other organizations with similar goals for achievement of the charter goals.
The liquidation board is liable for losses caused to creditors, if it failed to meet its obligations, has distributed assets of the NGO before fulfilling the claims of the creditors or breaching the law or the NGO charter.
The liquidation board is liable for losses caused to the NGO by their fault.
Signatures of the founders:
1. Varban Irina, born on 21.08.1962, citizen of the Republic of Moldova, residing in Chisinau mun., Moskova bvl. Nr. 2, apt. 108, identified by identity card A 88077446 issued on 11.10.2007 by Office 88, personal code 0970608029689.
2. Cuznetova Olga, born on 21.07.1958, citizen of the Republic of Moldova, residing in Chisinau mun., Hincesti highway nr. 32, apt. 57, identified by identity card A 01060761 issued on 17.05.2002 by Office 01, personal code 2002001040928.
3. Rotaru Silvia, born on 22.12.1968, citizen of the Republic of Moldova, residing in Chisinau mun., Haiducilor street 25, identified by identity card B01029534 issued on 03.02.2014 by State Enterprise “REGISTRU”, personal code 0970107889137.
4. Truhanov Nicolae, born on 18.02.1982, citizen of the Republic of Moldova, residing in Chisinau mun., M. Costin street 4, b. 1, apt. 5, identified by identity card A89126169 issued on 17.12.2010 by the Office 89, personal code 0981405025822.
Subsemnata, Lascu Angela, traducător autorizat în limba engleză, certific exactitatea traducerii cu textul înscrisului în original, care a fost vizat de mine.
Autorizaţia nr. 159 din 13 august 2010
The undersigned, Lascu Angela, authorized translator in English languages, confirm the translation correctness of this text in original that has been authenticated by me.
Authorization No. 159 of August 13, 2010