Charter

Section 1. General Provisions

1. The association of legal entities “Civil Aviation Association of Kazakhstan,” hereinafter referred to as the “Association,” is a non-governmental, non-profit organization established at the initiative of “Nursultan Nazarbayev International Airport” JSC and “TechnoAeroService” LLP. The Association operates based on voluntariness, equality of rights, self-management, legality, accountability, and transparency to achieve the goals and objectives outlined in this Charter.
2. The Association carries out its activities in accordance with the Constitution of the Republic of Kazakhstan, the Civil Code of the Republic of Kazakhstan, the Law of the Republic of Kazakhstan “On Non-Profit Organizations,” this Charter, the Foundation Agreement, and other normative acts of the Republic of Kazakhstan.
3. The full name of the Association is:

• In the state language: “Қазақстанның азаматтық авиация қауымдастығы” заңды тұлғалар бірлестігі;
• In Russian: объединение юридических лиц “Ассоциация гражданской авиации Казахстана”;
• In English: association of legal entities “Civil aviation association of Kazakhstan.”

4. The abbreviated name of the Association is:

• In the state language: “Қазақстанның азаматтық авиация қауымдастығы” ЗТБ “ҚААҚ” ЗТБ;
• In Russian: ОЮЛ “Ассоциация гражданской авиации Казахстана” ОЮЛ “АГАК”;
• In English: ALE “Civil aviation association of Kazakhstan” ALE “CAAK.”

5. The legal address of the Association is: Republic of Kazakhstan, 010000, Nur-Sultan city, Yesil district, Kabanbai Batyr avenue, building 119, postal code 010000.
6. The Association carries out its activities throughout the entire territory of the Republic of Kazakhstan.

Section 2. Legal Status of the Association

7. The Association acquires the rights of a legal entity from the moment of its state registration in accordance with the current legislation of the Republic of Kazakhstan (hereinafter referred to as “legislation”) and carries out its activities throughout the entire territory of the Republic of Kazakhstan and beyond.
8. The legal entities that are members of the Association (hereinafter referred to as “Association Members”) retain their legal and economic independence. Any net income derived from the activities of the Association shall be used for the purposes specified in the founding documents and shall not be distributed among the Association Members.
9. The Association has a seal, stamps, letterheads, a separate balance, bank accounts, including those in foreign currency, its own symbol, as well as property and financial resources necessary to achieve the statutory goals and objectives.
10. The Association has separate property and is responsible for its obligations within the limits of the property it owns, which can be enforced in accordance with the law. It can own and dispose of property and non-property rights and obligations in its own name, and can act as a plaintiff and defendant in court.
11. The Association can engage in auxiliary entrepreneurial activities only in a manner consistent with its statutory goals. To achieve its statutory goals, the Association has the right to establish or participate in economic partnerships.
12. The Association does not answer for the obligations of its members, and the Association Members do not answer for the Association’s obligations except within the amount of the entrance fees paid upon joining the Association. The state is not liable for the Association’s obligations, nor is the Association liable for the state’s obligations.
13. The Association freely disseminates information about its purposes and activities.
14. The duration of the Association’s activities is not limited, except as provided for by the founding documents or legislation.
15. This Charter becomes legally binding from the moment of its registration with the justice authorities of the Republic of Kazakhstan.
16. All provisions of this Charter are legally binding for all Members of the Association.

Section 3. Purpose and Scope of the Association’s Activities

17. The purpose of creating the Association is to coordinate the activities of legal entities, represent and protect their common interests, and assist in the development of civil aviation.
18. The scope of the Association’s activities includes the adoption and implementation of global practices in civil aviation and assisting Association Members in achieving the goals set forth in this Charter.
19. The objectives of the Association include:

1. Representing and protecting the interests of Association Members in interactions with state bodies, international and non-commercial organizations, and other third parties; participating in the work of experts and working groups, commissions;
2. Analyzing and developing proposals and recommendations for improving legislation regulating civil aviation, state programs, and other normative legal acts; participating in legislative drafting activities;
3. Developing a unified stance of Association Members on the main strategic directions for the development of civil aviation;
4. Providing informational and consulting services to Kazakh and foreign companies, organizations, their associations and unions on issues arising from the Association’s activities;
5. Organizing exchanges of experience with mutual and external organizations, training and enhancing the qualifications of personnel;
6. Organizing and holding various seminars, forums, conferences, including international ones, aimed at the development of civil aviation, and widely publicizing the activities of the Association and its Members;
7. Organizing publishing activities, releasing journals and newspapers reflecting the professional activities of Association Members;
8. Performing any other functions not contradicting the legislation of the Republic of Kazakhstan.

Section 4. Rights and Obligations of the Association

20. The Association has the following rights:

1. Protect the interests of Association Members in state bodies, the Government, and the Parliament of the Republic of Kazakhstan; study issues related to current problems in civil aviation; collect, process, and disseminate information and statistical data on such issues, assist in resolving them, or propose ways, procedures, and methods for their resolution in accordance with the legislation;
2. Cooperate with state and non-state bodies; perform tasks entrusted to it on the basis of contracts and agreements; voluntarily accept powers and functions for the implementation of the Association’s goals; obtain any documents, normative legal acts, rights, privileges, benefits, and other transfers necessary for achieving its statutory goals; comply with and utilize such documents, normative legal acts, rights, privileges, benefits, and other transfers in accordance with the legislation. The Association and state bodies are not allowed to interfere in each other’s activities, except as specially authorized by the legislation;
3. Join other non-commercial organizations, associations, and unions; be a participant (founder) of any other legal entities; establish structural subdivisions (branches, representative offices), including outside the Republic of Kazakhstan;
4. Participate in or support public and charitable events, as well as participate in the activities of organizations and societies whose goals align with the interests of the Association or its Members;
5. Establish various forms of rewarding Association Members, including badges, to encourage civil aviation employees, evaluate their professional contribution to the development of the industry and the Association, and enhance the prestige of the profession;
6. Exercise any other powers provided for by the legislation of the Republic of Kazakhstan.

21. The Association is obligated to:

1. Act in compliance with the current legislation of the Republic of Kazakhstan and the requirements of the founding documents;
2. Comply with the requirements of the legislation, this Charter, and the internal documents of the Association adopted in accordance with it;
3. Provide information about its activities to Association Members, including protocols of the General Meeting of Association Members (hereinafter referred to as the “General Meeting”), meetings of the Coordinating Council of the Association (hereinafter referred to as the “Association Council”), and other documents of the Association;

Section 5. Terms and Procedures for Admission to and Withdrawal from Membership in the Association. Types of Membership in the Association

22. Any legal entities whose activities do not contradict the goals and scope of the Association’s activities, including unions, associations, public associations, foundations, and other non-commercial and commercial organizations, can become Members of the Association.
23. The Association provides for the following types of membership: full and associate.
24. Full Members of the Association have the right to vote in the General Meeting, and their representatives can be elected to the governing bodies of the Association.
25. Associate Members of the Association have the right to a consultative vote in the General Meeting.
26. The founders become full Members of the Association from the date of the state registration of the Association. The founders do not have any preferential rights or benefits compared to other specific Members of the Association.
27. Association Members who fully pay the annual membership fees can use the services of the Association free of charge.
28. Admission to the Association. Membership in the Association is granted based on a written application addressed to the Chairman of the Association Council.
29. All incoming Members must pay an entrance fee equal to 30% of the annual membership fee within 30 (thirty) days from the date the General Meeting decides to admit them to the Association. The remaining amount must be paid no later than one month from the date the applicant is admitted to the Association.
30. The applicant becomes a Member of the Association after the General Meeting approves their candidacy and the entrance fee is paid, acquiring all rights and obligations of an Association Member and the right to be called an Association Member.
31. The date of signing the membership agreement is considered the date of joining the Association.
32. The procedure and amount for paying the annual membership fee are determined by the General Meeting. Changes to the procedure and amount of the annual membership fee come into force from the date such decisions are made by the General Meeting.

33. Membership may be terminated by the decision of the General Assembly in the following cases:

1. Voluntary withdrawal of a member from the Association without the right to allocate a share in the property of the Association, in the manner prescribed by law, by submitting a corresponding written notice to the Managing Director of the Association;
2. Failure to fulfill duties without valid reasons, as established by the decisions of the General Assembly, the Charter, and internal regulations of the Association;
3. Late payment of membership fees within 30 calendar days from the date the invoice is issued;
4. Actions/inactions that discredit or harm the image and/or property of the Association or its members.

34. The procedure for excluding members from the Association:

1. A member of the Association is notified by the executive body of the Association in writing no later than 7 (seven) calendar days before the General Assembly, of the reasons for submitting the issue of their exclusion to the General Assembly, with the right to participate in the discussion of this issue;
2. In the absence of the member or their legal representative without valid reason at the General Assembly, the decision to exclude them may be made without their participation.

35. A member may withdraw from the Association at any time upon the expiration of one month from the date of submitting a written withdrawal statement. Upon withdrawal or exclusion from the Association, the member remains subsidiarily liable for the obligations of the Association for two years from the termination of membership, proportionally to the amount of the contribution paid upon joining the Association. The amount of paid membership fees is non-refundable. The powers of representatives of this organization in the bodies of the Association cease from the date of termination of membership.
36. The exclusion of a member of the Association falls within the competence of the General Assembly of the Association members. The grounds for exclusion are:

1. Violation of the provisions of this Charter;
2. Disclosure of confidential information;
3. Causing significant harm to the Association;
4. Failure to pay the prescribed membership fees within a calendar year.

37. No member of the Association has the right to represent the Association in any way or act on behalf of the Association at any time, except when such representation or action is pre-authorized in writing by the General Assembly, provided that such representation or action strictly adheres to the given authorization.

Section 6. Rights and Obligations of Members

38. Members of the Association have the right to:

1. Participate in the management of the Association in accordance with this Charter;
2. Propose their representatives to the bodies of the Association;
3. Submit proposals on all issues within the activities of the Association, participate in their discussion and decision-making;
4. Fully use the business and commercial information available in the Association;
5. Receive, upon their first request, decisions of the General Assemblies, annual reports of the Association for any of the last three years, and lists of members of the Association’s Council and the Audit Commission;
6. Participate in the work of the Association, and attend events held by the Association;
7. Publish articles in the Association’s periodicals;
8. Propose improvements to the Association’s work;
9. Request a reduction in the annual membership fee by providing a reasoned explanation;
10. Voluntarily withdraw from the Association in the manner prescribed by the current legislation of the Republic of Kazakhstan, this Charter, and the Constituent Agreement;
11. Demand proper performance of obligations by the members of the Association from the Managing Director, in accordance with the current legislation of the Republic of Kazakhstan and the founding documents of the Association;
12. Participate (hold membership) in other commercial and non-commercial organizations;
13. Receive information about the Association’s activities from the Managing Director within 5 calendar days;
14. Vote at the General Assembly of the Association members;
15. Exercise any rights of an Association member not prohibited by the legislation of the Republic of Kazakhstan.

39. Members of the Association are obliged to:

1. Comply with all provisions of the Charter and the Constituent Agreement of the Association;
2. Pay membership fees in the amounts, manner, and within the terms established by the Charter or decisions of the General Assembly;
3. Fulfill their obligations to the Association regarding participation in its activities as determined by the Charter and internal regulations of the Association;
4. Execute the decisions of the General Assembly, executive, control, and other bodies of the Association;
5. Provide statistical data necessary for the Association’s activities;
6. Not disclose information that, according to the internal and other documentation of the Association, is declared a commercial secret;
7. Assist the Association in carrying out its activities.

Section 7. General Assembly of the Association Members

40. The General Assembly of the Association members (the General Assembly) is the highest governing body of the Association. The General Assembly consists of the members of the Association or persons authorized by them to represent their interests.
41. The main function of the General Assembly is to ensure the compliance with the goals for which the Association was created.
42. Members of the Association exercise their rights to manage the Association through the General Assembly.
43. The General Assembly can be regular and extraordinary. A regular General Assembly is convened at least once a year. An extraordinary General Assembly is convened by the Managing Director of the Association on their initiative or at the request of at least one-tenth of the total number of members of the Association.
44. The General Assembly, dedicated to approving the annual financial statements of the Association, must be held no later than three months after the end of the financial year.
45. The Chairman of the General Assembly is elected from among the representatives of the full members of the Association for a term of 3 (three) years.
46. The General Assembly has a responsible secretary who organizes the submission of issues to the General Assembly for discussion and ensures the preparation of necessary documentation. The duties of the responsible secretary of the General Assembly are performed by the secretary (referent) of the Managing Director, or in their absence, another person elected by the General Assembly.
47. The meeting of the General Assembly is documented in minutes that reflect the course and decisions of the General Assembly. The minutes are signed by the chairman of the General Assembly and the responsible secretary, certified by the Association’s seal, and stored at the location of the Executive Body.
48. All members of the Association (and/or their duly authorized representatives) receive a notice of the upcoming General Assembly no later than 7 (seven) calendar days before the date of the General Assembly. The notices to the members of the Association are made in writing and contain the full agenda and all necessary information regarding the issues to be considered at the General Assembly.
49. To achieve greater efficiency, the General Assembly may be held in absentia by sending written ballots by email, fax, and receiving written responses to the address of the executive body of the Association, as well as in the form of an online meeting.
50. At the General Assembly, the issues listed in the notice are considered and put to a vote. Concerning the issues included in the agenda of the General Assembly, members of the Association have the right to receive any additional information from the executive bodies of the Association.
51. The discussion of any additional issues not included in the agenda must be approved by a majority vote of those present at the General Assembly.
52. The participation of at least 75% (seventy-five percent) of full members or their authorized representatives constitutes a quorum for all purposes, unless otherwise provided by the Legislation (hereinafter referred to as “Quorum”). In the absence of a Quorum, a subsequent General Assembly is convened within 7 (seven) calendar days after the failed General Assembly.
53. Decisions of the General Assembly are made by voting based on a simple majority of the votes of the members of the Association, taking into account the type of membership.
54. A decision of the General Assembly is considered adopted if at least half of the full members of the Association present at the General Assembly have voted for it. In the event of an equal number of votes, a re-vote (in the same or revised wording) may be held at the same General Assembly, which may be conducted later but on the same day.
55. In the simultaneous presence of several representatives from one member of the Association at the General Assembly, only one of them is granted the right to vote.
56. Both secret and open voting are allowed at the General Assembly. The decision on the form of voting is made by the participants of the General Assembly by open vote with a simple majority of the votes of those present.
57. The exclusive competence of the General Assembly includes:

1. Making amendments and additions to the Constituent documents of the Association, including changing the location and name of the Association, and approving the Constituent documents in a new edition;
2. Determining the priority directions of the Association’s activities, principles of forming and using its property;
3. Electing and terminating the powers of the President and the Managing Director of the Association;
4. Determining the competence, formation procedure, and termination of powers of the Council of the Association, the Executive Body, and other bodies of the Association;
5. Creating branches, commercial and non-commercial organizations, opening representative offices, and participating in other organizations;
6. Approving the heads of structural subdivisions, representative offices, and branches of the Association, as well as early termination of their powers;
7. Forced exclusion of members from the Association;
8. Determining the procedure and frequency of financial reporting by the executive body, as well as the procedure for audits by the control body and approval of their results;
9. Approving the annual financial statements of the Association;
10. Determining the types and procedures for forming and spending funds formed in the Association;
11. Approving the Association’s expense budget;
12. Determining the amount and procedure for paying entrance and annual membership fees;
13. Approving the President’s report on the work of the Council of the Association;
14. Delegating part of the authority of the General Assembly to the Council of the Association;
15. Approving regulations on the procedure for using and distributing property, including liquidation property;
16. Resolving any other issues of the Association’s activities that are not within the exclusive competence of other bodies of the Association.

58. The General Assembly has the right to make decisions on any issues of the Association’s activities, including those referred to the competence of the other bodies of the Association.
59. The decisions of the General Assembly of the members of the Association are mandatory for all bodies, members, and employees of the Association.

Section 8. Coordination Council of the Association

60. The Coordination Council of the Association (hereinafter referred to as the Council) is a consultative and advisory body established to coordinate and enhance the efficiency of the Association’s activities within the framework of the powers granted to it.
61. The election of the members of the Council of the Association shall be conducted at the General Assembly from the proposed candidates for a term of 3 (three) years. Only one person from each member of the Association is elected to the Council. The quantitative composition of the Council shall not be less than 3 (three) and not more than 7 (seven) members.
62. The Chairman of the Council is the President of the Association.
63. The President is elected (re-elected) by the General Assembly for a term of 3 (three) years separately from the election of the other members of the Council. The candidate for the position of President is nominated by full members at the General Assembly.
64. The President’s competence includes:

1. Representing the members of the Association in government bodies, the Government, and Parliament of the Republic of Kazakhstan, and other governmental and non-governmental organizations, expressing on behalf of the members of the Association their general opinion and common interests, and ensuring their protection;
2. Organizing corporate work within the Association;
3. Interacting with mass media.

65. The competence of the Council of the Association includes the following issues:

1. Determining the main directions of the Association’s activities based on the analysis and discussion of the state of civil aviation, its structure, and dynamics, as well as forecasting development trends;
2. Developing agreed proposals and actions aimed at increasing the efficiency of the Association’s activities;
3. Discussing at meetings the results of the work of the members of the Association, government bodies, commissions, committees, and working groups.

66. In case of a reduction in the number of members of the Council of the Association as provided by the Association’s Charter, elections to replace the withdrawn members of the Council of the Association (to fill vacant positions) are held at the next General Assembly.

Section 9. Executive Body of the Association

67. The sole executive body of the Association is the Managing Director.
68. The Managing Director oversees the day-to-day activities of the Association, except for issues that fall under the exclusive competence of the General Assembly as defined by the Association’s founding documents.
69. The Managing Director is accountable to the General Assembly, and their candidacy is nominated at the General Assembly by the full members of the Association.
70. The Managing Director is appointed by the General Assembly for a term of 5 (five) years. The same person may be nominated for the position of Managing Director and elected an unlimited number of times.
71. The competence of the Managing Director includes resolving all issues that do not fall under the exclusive competence of other governing bodies of the Association. The Managing Director acts on behalf of the Association without a power of attorney, including:

1. Organizing the execution of the decisions of the General Assembly of the Association;
2. Managing the daily activities of the Association in accordance with its primary objectives;
3. Representing the Association in all institutions, enterprises, and organizations, both in the Republic of Kazakhstan and in foreign countries;
4. Approving the staff schedule, determining the number of employees and their remuneration conditions, hiring, transferring, and dismissing employees of the Association, applying incentive measures and imposing disciplinary sanctions, setting the amount of their salaries and personal bonuses, and concluding employment contracts with them;
5. Coordinating the work of structural divisions, branches, and representative offices;
6. Issuing orders and directives that are mandatory for all employees hired by the Association on matters within their competence;
7. Entering into transactions and organizing the fulfillment of obligations undertaken by the Association within the approved budget;
8. Managing the Association’s funds and other property in accordance with the approved budget, opening settlement and other accounts in credit institutions, and having the right to sign first on banking and other financial documents of the Association;
9. Issuing powers of attorney on behalf of the Association;
10. Organizing accounting and other reporting;
11. Taking any other actions necessary to achieve the goals of the Association and ensure its normal operation in accordance with the current legislation and this Charter;
12. Acting as a plaintiff and defendant in court;
13. Determining the list of information considered confidential to the Association.

72. The General Assembly may decide to delegate additional issues to the competence of the Managing Director of the Association.
73. Other employees of the Association act within the competence established by the Managing Director.

Section 10. Control Body of the Association

74. The control body is the audit commission, appointed by the General Assembly by a simple majority vote, consisting of 3 (three) members.
75. The audit commission must conduct an audit of the Association’s activities and the correctness of its financial statements at the end of each financial year, and the results of the audit must be provided to all members of the Association before the approval of the annual budget by the General Assembly.

Section 11. Property of the Association

76. The Association owns the property acquired on various grounds. The Association may own any property necessary for the activities provided for by the founding documents and this Charter, except for items withdrawn from circulation.
77. The sources of the Association’s property include:

1. Contributions from founders (participants, members);
2. Voluntary property contributions and donations;
3. Proceeds (income) from the sale of goods, works, services in cases established by law;
4. Dividends (income, rewards (interest)) received from shares, bonds, other securities, and deposits;
5. Entrance fees from members of the Association;
6. Annual membership fees from members of the Association;
7. Other income not prohibited by law.

78. The property transferred to the Association by its members becomes the property of the Association. Members of the Association do not retain rights to the property transferred to the ownership of the Association, including membership fees.
79. Membership fees are paid in monetary form (in national and foreign currency). By decision of the General Assembly, membership fees may be paid in non-monetary form by transferring property, as well as property and non-property rights of the Association members that have a monetary value. The cost assessment of the non-monetary form of the contribution is made by the Council of the Association, based on the market value of the respective property or rights, in agreement with the contributing member. Subsequent changes in the market value of the property and/or property rights transferred in the prescribed manner to the Association as contributions by its members do not lead to changes in the assessment of these contributions.
80. The Association has the following rights to property:

1. The Association’s property is used only for the purposes provided for in the founding documents and cannot be distributed among its members, including upon withdrawal or exclusion from membership in the Association;
2. The Association may enter into any transactions regarding the property in its ownership if such transactions are not prohibited by the founding documents or legislation;
3. If the executive body of the Association deems it advisable, the Association may seek financial support from third parties. The Association has the right to use the property transferred to it by legal or natural persons on a contractual basis;
4. The Association owns the property of its structural subdivisions (branches and representative offices) and other bodies. The powers of the structural subdivisions and other bodies of the Association concerning the use and management of the provided property are determined by the relevant regulations approved by the Association.

Section 12. Branches and Representative Offices

81. The Association has the right to establish its branches and representative offices in the territory of the Republic of Kazakhstan and other countries.
82. Structural subdivisions (branches and representative offices) of the Association are subject to registration.
83. The registration of structural subdivisions (branches and representative offices) of the Association is carried out in the territorial justice bodies.
84. Branches and representative offices are endowed with the property of the Association and operate based on the internal rules and regulations approved by the General Assembly, independently managing funds and property according to this Charter.
85. At the time of registration, the Association has no branches or representative offices.

Section 13. Dispute Resolution

86. All disputes arising from the Association’s activities with individuals and legal entities, including foreign ones, are resolved following the current legislation of the Republic of Kazakhstan.

Section 14. Amendments and Additions to the Charter

87. Amendments and additions to the Charter of the Association fall under the exclusive competence of the General Assembly.
88. Any full member of the Association, the President of the Association, and the Managing Director have the right to submit proposals for amendments and additions to this Charter for consideration by the General Assembly.
89. Persons specified in clause 88 of this Charter send the draft proposed amendments and/or additions to the founding documents with a justification of their necessity to the President of the Association, who convenes an extraordinary meeting of the General Assembly of the members of the Association.
90. The President of the Association includes the issue of amendments and additions in the agenda.
91. Amendments and additions to this Charter may be made by the decision of the General Assembly with a qualified majority of ¾ of the votes of the full members of the Association present at the General Assembly.
92. Amendments and additions to the Charter are subject to state registration with the justice authorities no later than one calendar month from the date of their approval.

Section 16. Procedure for Reorganization and Liquidation of the Association

95. The Association may be reorganized in accordance with the procedures provided by the current legislation of the Republic of Kazakhstan.
96. The reorganization of the Association may be carried out in the form of a merger, accession, division, or separation.
97. In the event of reorganization, the property, rights, and obligations of the Association shall transfer to the successor in the manner and under the conditions determined by the General Assembly and the current legislation.
98. The Association may be reorganized and liquidated voluntarily by a decision of the General Assembly or compulsorily by a court decision based on and in accordance with the Civil Code of the Republic of Kazakhstan and other legislative acts. The procedure for the formation and activities of the liquidation commission is regulated by the current legislation of the Republic of Kazakhstan.
99. Upon liquidation of the Association, its property or funds obtained from its realization may not be distributed among its members. The property of the Association, upon the termination of its activities, after settlements with creditors, shall be directed to the purposes provided by this Charter or transferred to organizations pursuing the same or similar purposes as the liquidated Association.
100. The liquidation of the Association is considered complete, and the Association is deemed to have ceased to exist from the moment an entry is made in the National Register of Business Identification Numbers.
101. On all other issues not regulated by this Charter, the Association shall be guided by the current legislation of the Republic of Kazakhstan.