Approved by minutes

of the constituent assembly

of the members of Public Union

"Alliance of Technology

Commercialization Professionals"

as of December 15, 2015

 

1. General provisions, the subject and purpose of the activity

1.1. Public Union "Alliance of Technology Commercialization Professionals" (hereinafter – the Union) is a voluntary association of individuals, including employees of technology commercialization offices at universities and research institutions, technological parks, business incubators, scientific parks, venture capital funds, technological companies and interested parties, for the purpose of consolidating of joint efforts for the development of a technology commercialization system in Kazakhstan and establishing a flow of high-quality technology commercialization projects leading to socio-economic prosperity of the country.

1.2. The Union is a non-profit organization and operates in accordance with the Civil Code of the Republic of Kazakhstan, the laws of the Republic of Kazakhstan "On public associations", "On Non-commercial Organizations", other normative legal acts of the Republic of Kazakhstan and this Charter (hereinafter - the Charter).

1.3. The Union is authorized by its members to represent the common interests in state and other bodies, as well as in international organizations.

1.4. Full name:

in the state (Kazakh) language – “Технологияларды Коммерцияландыру жөніндегі Мамандар Альянсы” қоғамдық бірлестігі;

in Russian – Общественное объединение “Альянс Профессионалов по Коммерциализации Технологий”;

наin English – Public Union “Alliance of Technology Commercialization Professionals”.

1.5. Short name:

in the national language – «ТКМА»;

in Russian – «АПКТ»;

in English – «ATCP».

1.6. The Union is a legal entity, it has separate property, independent balance, a seal with its name, letterhead, current and other accounts in the financial and credit institutions both in tenge and in foreign currency

1.7. Members of the Union preserve their independence and rights.

1.8. The Union is responsible for its obligations with all its property and it is not responsible for the obligations of its members. The members are not liable for the obligations of the Union.

1.9. To achieve its objectives, the Union may establish legal entities or participate in the activities of other legal entities.

1.10. Used term: technology commercialization or commercialization of the results of scientific and (or) scientific and technical activities - activities connected with the practical application of the results of scientific and (or) scientific and technical activities, including the results of intellectual activity, with the aim to launch in the market new or improved products, processes and services aimed at deriving of income.

1.11. Union has the status of local public association and exercises its activities in the city of Astana.

1.12. Location of the Union:

Republic of Kazakhstan, postcode 010000, Astana, Yesil district, Korgalzhyn highway, 13/5, office A317.

1.13. The purpose of the Union is:

- Supporting the development of national innovation ecosystem;

- Raising awareness of the importance of commercialization of the results of scientific and (or) scientific and technical activities, technological entrepreneurship and innovation in general;

- Supporting technology commercialization projects leading to socio-economic prosperity of the country;

- Assistance in attracting investments to innovative companies;

- Wide recognition by society of a transfer and technologies commercialization profession;

- Assisting in the development and implementation of public measures for the development of technology commercialization system;

- Making proposals to improve the legislation in the sphere of intellectual property protection and technology commercialization.

1.14. The tasks of the Union are:

1.14.1. Increasing the importance of technology commercialization as an important factor in the development of innovative environment;

1.14.2. Increasing the prestige of technology commercialization specialist;

1.14.3. Distribution of the best practices in the field of intellectual property protection and technologies commercialization;

1.14.4. Distribution of information among technology commercialization professionals, technology entrepreneurs, researchers, investors, representatives of industries and all interested parties through different activities;

1.14.5. Development of interregional and international cooperation with organizations specialized in the field of technology commercialization, including the Association of University Technology Managers (AUTM), universities, business incubators, technological parks and private organizations;

1.14.6. Participation in the advancement, implementation and development of the state program to support and stimulate the commercialization of technologies;

1.14.7. Providing information, consultation and methodological support of the members of the Union, including training of members of the Union in the field of intellectual property protection, commercialization of technology through seminars, trainings, workshops, etc. with leading local and foreign experts;

1.14.8. Representation of the rights and protection of the interests of the Union members in state and other organizations of the Republic of Kazakhstan and international organizations;

1.14.9. Promotion of products, works and services offered by the Union members;

1.14.10. Interaction with state bodies, public, scientific and educational associations, and the mass media to improve state innovation policy and increase the investment attractiveness of the technology commercialization projects;

1.14.11. Organization of exhibitions, international and republican scientific-practical conferences, symposiums, conducting advertising, intermediary and other activities to distribute information about technology commercialization;

1.14.12. Assistance in dealing with personnel issues of the members of the Union by recruitment of specialists and managers, as well as through training and retraining of professional staff;

1.14.13. Interaction with state bodies, national companies and state-owned enterprises, private enterprises in order to provide innovative solutions.

1.15. The subject of the activities of the Union is:

1.15.1. Protecting the rights and interests of the Union members;

1.15.2. Development of regulatory documents, decisions and technology commercialization system projects on its own initiative and upon the instructions of governing, planning and co-ordinating bodies of the Union;

1.15.3. Participation in the preparation and development of the documentation required for the implementation of technology commercialization projects;

1.15.4. Support and promotion of technology commercialization projects of the members of the Union;

1.15.5. Training and skills development of technology commercialization specialists;

1.15.6. Organization of information- consultation, scientific-methodical and publishing work, as well as work with the mass media.

1.16. Logo of the Union:

Logo of the Union looks like a crossing plants, microchip, and chemical structure in purple, as shown on the cover page of the Charter.

 

2. The structure, formation and competence of the management bodies of the Union

2.1. The bodies of the Union are:

2.1.1. The supreme governing body of the Union - General Meeting of the Union members;

2.1.2.The body conducting general management of the activities of the Union - the Board of Union, 

Chairman of the Board - President of the Union;

2.1.3. Executive body - Executive Director of the Union;

2.1.4. Control body - Audit Commission.

2.2. The General Meeting of the Union members

2.2.1. The General Meeting of the members are entitled to take decisions on all issues related to the Union's activities.

2.2.2. The exclusive competence of the General Meeting of members of the Union includes:

· Adoption, introduction of amendments and additions to the Charter of the Union;

· Voluntary reorganization and liquidation of the Union;

· Definition of competence, organizational structure, formation order and termination of powers of the Unions's governing bodies;

· Determination of the procedure and terms of preparation of the financial statements by executive bodies, as well as the audit procedure by the control body and approval of the results;

· Election of the Union Board;

· Hearing of reports of Chairman of the Board - President of Union, Executive Director of the Union;

· Election of the audit commission and the hearing of its reports;

· Approval of decisions to expel members of the Union of the Union on the grounds approved by the general meeting of members;

· Adoption, within the limits established by the legislative acts, of decisions on the participation of the Union in the formation or activities of other legal entities;

· Other issues by agreement of members.

2.2.3. The general meeting shall be convened when necessary, but at least 1 (one) time per year.

2.2.4. An extraordinary meeting of the General Meeting may be convened upon request of at least 1/3 of the Union members or not less than 2/3 of the Union Board, and upon request of the Audit Commission. The place and time of the meeting and the agenda The Chairman shall inform the members not later than ten (10) calendar days before the proposed date of the meeting.

2.2.5. The General Meeting is entitled to make decisions if at least 2/3 of the total number of members at the meeting. Decisions of the General Meeting by a simple majority vote of the members. The voting procedure is determined by the general meeting.

2.2.6. Chairman of the Board - President of the Board and the Audit Commission of the Union that fail to perform their duties may at any time be re-elected by the General Meeting of the Union members.

2.2.7. Constituent Assembly of the first members of the Union at its creation is considered to be the General meeting of the Union, where Union Board members and Chairman of the Board - President of the Union are elected.

2.3. Board of the Union

2.3.1. The general management of the Union between General meetings shall be performed by the Board, which also supervises the activities of the executive body of the Union.

2.3.2. The exclusive competence of the Board includes:

· Determination of the main directions of the Unions's activities;

· Approving the activities program and financing plans of the Union;

· Determination of the number and election from among its members of Vice-Chairmen of the Board - 

Vice-Presidents for the types of activities of the Union;

· Admission of new members of the Union;

· Election of the Executive Body - Executive Director of the Union;

· Adoption of internal regulatory documents;

· Determination of the size of the admission, periodic and targeted contributions from members for further approval at the General Meeting;

· Determination of the order of allocation of funds derived from the sale of goods, works, services, establishment and disbursement of funds;

· Execution of the decisions of the General Meeting;

· Other issues agreed by members of the General Meeting.

2.3.3. Board members are elected by the general meeting of the Union for a period of 4 (four) years.

2.3.4. The number of Board members shall not be less than 9 (nine) and not more than 15 (fifteen) persons.

The Board, in accordance with the results of voting, shall include representatives of technology commercialization offices in universities and research institutions, technological parks, business incubators, scientific parks, venture capital funds, technological companies, state, non-governmental, public organizations and individuals actively engaged in sphere of interests of the Union.

2.3.5. The Board meetings are held when needed, but at least once a quarter.

2.3.6. The Board has a quorum if at least 2/3 of its members are present at the meeting. The decisions of the Board shall be taken by majority vote. The voting procedure is determined by the Board.

2.3.7. The decisions of the Board shall be deemed made if voted in favour of it by majority of the members of the Board participating in the meeting, including by teleconference. In case of equality of votes of the members of the Board, the President has a deciding vot.

2.3.8. Transfer of vote by a member of the Board to any other person, including another member of the Board is prohibited.

2.3.9. Decisions of the Board made at the meeting held in person by its members shall be recorded in the minutes signed by the all members of the Board within 3 (three) business days from the date of the meeting. The minutes of the meeting shall include:

1) full name and location of the Union;

2) date, time and place of the meeting;

3) a list of persons who were present at the meeting;

4) the agenda of the meeting;

5) issues put to the vote and the results of voting;

6) made decisions.

2.3.10. Decisions of the Board may be taken by absentee ballot by signing it. The decision by absentee voting shall be considered accepted if quorum is present and received in the specified terms. Decision of absentee meeting of the Board shall be in writing in the form of minutes and signed by the Chairman of the Board - the President, with the mandatory attachment of ballots for voting signed by the members of the Board participated in the voting. A list of questions that cannot be addressed by the absentee meeting of the Board can be determined the decision of the Board and/or internal documents of the Union, approved by the General Meeting of the members.

2.3.11. The Board of the Union is headed by the Chairman of the Board - President, elected by the General Meeting of the Union every four years.

2.4. Chairman of the Board - President of the Union

2.4.1. Preside at the General Meetings of the members of the Union, conducts meetings and signs the minutes of the General Meeting of the members of the Union;

2.4.2. Decides to hold a General Meeting of the Union of the members by absentee meeting;

2.4.3. Authorizes an employee of the Union or a representative of the member of the Union to carry out the functions of the chairman at the General Meeting of the members of the Union;

2.4.4. Manages the current activity of the Union within the framework of approved projects and programs of the Union and the implementation of the decisions of the Board of the Union;

2.4.5. Acts on behalf of the Union, represents its interests without a power of attorney;

2.4.6. Hires and dismisses the Executive Director, Chief Accountant;

2.4.7. Chairman of the Board - President performs representational functions, represents the interests of the Union in all organizations of the Republic of Kazakhstan and abroad.

2.4.8. Chairman of the Board - President is elected by the General Meeting of the Union by open voting for a period of 4 (four) years;

2.4.9. At least 1 (one) time per year, Chairman of the Board - the President reports to the General Meeting of the members about the results of the Union's activities;

2.4.10. Has the right to sign the constituent and other documents;

2.4.11. In the absence of the Chairman of the Board - the President at the General Meeting of members of the Union, the presiding officer’s functions at the meeting proceeds to the Executive Director or a person authorized by power of attorney.

2.4.12. Chairman of the Board - the President has the right to one vote at the General meeting of the Board.

2.4.13. Chairman of the Board - the President may at any time refuse to perform his duties by notifying the Management Board in writing no later than one (1) month in advance. In case of refusal of the Chairman of the Board - the President to perform his duties, the Board shall be convened and elect the Acting Chairman of the Board - President until the next General Meeting of the members of the Union.

2.5. Executive management

2.5.1. Executive management is a staff executive body that carries out daily activities of the Union, consists of employees appointed for a specified in the employment contract (EC) period in accordance with the staffing.

2.5.2. Executive Director:

- Acts on behalf of the Union without power of attorney and reports to the Board on a quarterly basis;

- Hires and dismisses staff members of executive management;

- Makes orders on the operational issues related to internal activities;

- Solves all financial issues by agreement with the Chairman of the Board - President of the Union;

- Opens settlement and other accounts of the Union in banks, manages the property and money of the Union in agreement with the Chairman of the Board - President of the Union;

- Concludes on behalf of the Union contracts, conventions and agreements, in coordination with the Chairman of the Board - President of the Union;

- Approves the staffing, terms of payment and job descriptions of employees of executive management, in coordination with the Chairman of the Board - President of the Union;

Issues orders, instructions, commands within his competence, he is liable to the Board and the General Meeting of the Union for the results of financial and economic activity of the Union.

2.6. Audit Commission

2.6.1. The Audit Commission shall be elected by the general meeting of the members of the Union for a term of 4 (four) years.

2.6.2. The Audit Commission controls the activities of the Chairman of the Board – President, Board of the Union and Executive Director.

2.6.3. Audit Commission conducts annually at least one (1) audit and provides a conclusion on the annual report of the Chairman of the Board - President of the Union. Audit Commission reports annually to the general meeting of the members of the Union on the results of the audit.

2.6.4. An extraordinary audit can be made upon request of 2/3 of the General Meeting of members or 2/3 of the Board of the Union.

2.6.5. The Audit Commission has the right to request all the necessary accounting, financial and other documents and personal explanations concerning the Union's activities from the officials of the Union.

2.6.6. In case of violation by the officials of the Union or of a threat to the interests of the members of the Union, Audit Commission has the right to demand to organize an extraordinary General Meeting of the members of the Union.

 

3. The rights and obligations of the members of the Union

3.1. Union members have the right to:

3.1.1. Participate in the management of affairs in the manner prescribed by the Charter, and to make proposals to the Board on all issues related to the subject of the Union's activities;

3.1.2. Receive information on the expenditure of funds, the Union's activity, indicate their belonging to the Union in their letterhead and stamps;

3.1.3. Make contributions to the funds created by the Union, finance and credit projects and programs implemented by the Union on favourable conditions;

3.1.4. As a matter of priority, use the services provided by the Union. At the same time, a member must sign a contract to use the paid services of the Union.

3.1.5. Use the whole business information available to the Union;

3.1.6. Leave the Union at its discretion at the end of the fiscal year. In this case, it shall bear subsidiary liability for obligations of the Union in proportion to its contribution within two years from the date of its exit.

3.2. Members of the Union are obliged to:

3.2.1. Comply with the requirements of this Charter and other instruments adopted (approved) by the general meeting and the Board of the Union;

3.2.2. Respect the interests of other members of the Union, to comply strictly with the terms of agreements, contracts and agreements concluded with the members and partners of the Union;

3.2.3. Contribute in the manner and size provided for in this Charter;

3.2.4. Provide the Union with the information necessary to address issues related to its activities;

3.2.5. Provide assistance to the Union in its operations, as well as to refrain from any action that may cause material or moral damage to the Union.

 

4. Conditions and procedure for admission of the members to and the exit from the Union

4.1. Membership in the Union is voluntary.

4.2. Members of the Union may be physical and legal persons engaged in activities directly or indirectly related to the technologies commercialization, including employees of technology commercialization departments at universities and research institutions, technological parks, business incubators, scientific parks, venture capital funds, technological companies and other interested organizations who are both residents and non-residents of the Republic of Kazakhstan.

4.3. Members of the Union are obliged to comply with the requirements of the Charter and contribute membership fee in the manner prescribed by this charter of the Union. The decision on admission of the members to the Union shall be made by the general meeting of members of the Union.

4.4. Natural and legal persons shall acquire the member status of the Union after submitting an application of a standard form to join the Union, which confirms the applicant's agreement to fulfil the requirements of the Charter, resolutions of the General Meeting of members of the Union and pay membership fees, as well as after the positive decision of the Union Board.

4.5. Member of the Union shall be entitled, at its discretion, to exit from the Union at the end of the fiscal year.

4.6. Previously paid one-time and (or) periodic fees will not be given back when the member leaves the Union.

4.7. Union members may be forcibly excluded from the Union, on the grounds approved by the General Meeting of members of the Union.

 

5. Sources of the property of the Union

5.1. The property of the Union is tangible and financial resources which appear on its balance sheet and is the property of the Union.

5.2. The sources of property are:

· One-time admission fees of members;

· Periodic and targeted contributions of members;

· Voluntary property contributions of members;

· Income (revenue) from sales of goods, works and services in certain cases specified in the law;

· Long-term and short-term loans;

· Dividends (revenues, remuneration (interest) received from shares, bonds, other securities and deposits;

· Grants and donations;

· Sponsorship contributions.

5.3. To ensure the operation of the Union, the members shall make continuous payments of membership fees during the existence of the Union, and at the time of its establishment - founding contributions in accordance with the decision of the General Meeting of the Union.

5.4.  Union property is formed by:

· founding contributions for the members who formed the Union;

· admission fees for the members who entered in the Union after its creation, the amount of which is determined by the Board.

5.5. The annual fee should be made in the manner approved by the Board of the Union.

5.6. Changes in the size and order of payment of annual membership fees are determined by the Union Board.

5.7. Contributions from members of the Union, profit received by the Union, as well as property acquired at its own expense are the property of the Union. Revenue and profit of the Union cannot be distributed between the members of the Union and shall be used for the charter purposes.

5.8. The composition, purpose, size and order of formation and spending of the funds shall be determined by the Board of the Union.

5.9. In accordance with the law, the Union shall conduct accounting and statistical reporting. For the implementation of activities subject to licensing, the Union is obliged to obtain a license in accordance with the law.

 

6. The procedure for making amendments and additions to the Charter

6.1. Amendments to this Charter may be introduced by a decision of the General Meeting of the Union members by a qualified majority of 2/3 of the votes of the Union members.

6.2. Any member of the Union may propose to the General Meeting introduce amendments and additions to this Charter.

 

7. The Union's activities reorganization and termination procedure

7.1. Reorganization of the Union is made:

· By the decision of the General Meeting of the Union members;

· On other grounds stipulated by the legislation of the Republic of Kazakhstan.

7.2. The Union is considered to be reorganized, except for cases of reorganization in the form of a merger, from the date of state registration of the newly formed organization (organizations). Under reorganization of Union in the form of merger to the other organization, the first of them is considered reorganized from the moment of entering into the state register of legal entities of a record on the termination of the activity of the merged organization. The reorganization procedure is carried out in the manner prescribed by the civil law of the Republic of Kazakhstan.

7.3. The Union may be liquidated by the decision of:

- The General Meeting of the Union members;

- court in case of bankruptcy, invalidation of registration of a legal entity in connection with the breach of the law committed upon its creation, which cannot be eliminated, systematic implementation of activities that contradict to the charter objectives of the legal entity, carrying out activities without proper permission (license) or activities prohibited by legislative acts, or due to repeated or gross violations of the law, as well as in other cases stipulated by legislative acts.

7.4. The Union shall be considered terminated its activities from the date of making entry in the state register of legal entities.

 

8. Procedures for the use of property in case of liquidation of the Union

8.1. Union’s property, in case of termination of its activities, after settlements with the budget, banks and other creditors, shall be used by the liquidation committee appointed in accordance with legislation of the Republic of Kazakhstan for the purposes stipulated by the Charter, or transferred to non-profit organizations pursuing the same or similar objectives as the Union.

 

9. Final Provisions

9.1 The relations not regulated by this Charter shall be governed by the current legislation of the Republic of Kazakhstan.