Article 1. General Provisions

1.1. The Youth Psychological Aid Centre (here and after referred to as the Centre) is a non-profit public institution founded, pursuant to the procedures established by the Law on Public Institutions of the Republic of Lithuania, on the basis of property of its Founders as a result of the reorganisation of Youth Psychological Aid Centre Non-profit Enterprise registered with Vilnius City Administration on March 22, 1993; the Youth Psychological Aid Centre is formed for giving psychological and social services to youth, for engaging in other educational and cultural activities and for involving volunteers in the said work.

1.2. Activities of the Centre shall be guided by the Constitution of the Republic of Lithuania, the Law on Public Institutions of the Republic of Lithuania, other legislation of the Republic of Lithuania, resolutions passed by the Government of the Republic of Lithuania and by the Present Articles.

1.3. The Centre shall have all rights granted to a legal entity since the moment of its registration. The Centre is a non-profit seeking institution. The Centre has its own seal, a settlement and a hard-currency account with banking institutions. It shall be liable for its obligations up to the limit of its own assets.

1.4. The address of the Centre's seat: Rasu 20, 2014 Vilnius, Republic of Lithuania.

1.5. The Founders of the Centre:

1.5.1. Ona Polukordiene
1.5.2. Valdas Jursys

1.6. The term of the Centre's activities shall be unlimited.

Article 2. Centre's Objectives and Area of Activities

2.1. The Centre shall choose the form of its activities and the ways of their implementation independently.

2.2. The chief goal of the Centre is to give psychological and social aid to youth by means of involving in such activities as many volunteers as possible and by training them to do the said work. "Youth to Youth" shall be one of the chief principles of the Centre's activities.

2.3. The Centre shall seek the following objectives:

2.3.1. suicide and psychological crises prevention in society;
2.3.2. organisation of "Youth Line" Anonymous Volunteer Telephonic Emergency Service in Vilnius and its development aimed at the creation of a telephonic emergency service network in Lithuania;
2.3.3. selection of volunteers, their training and improvement of their skills for their subsequent work in the area of psychological and social service giving;
2.3.4. education of youth;
2.3.5. organisation of interesting and creative leisure activities and cultural events;
2.3.6. research work;
2.3.7. maintenance of relations with similar institutions in the Republic of Lithuanian and abroad;
2.3.8. organisation of publication of educational literature and of its distribution;
2.3.9. rendering of psychological services to people and to organisations; and
2.3.10. creation of a permanently-functioning educational basis for work of professional and volunteer service givers to youth.

2.4. The Centre shall be engaged in the following activities:

Pos. no. Class Activity
1. 22.11 Publishing of books
2. 22.13 Publishing of magazines and periodicals
3. 22.15 Other publishing works
4. 55.23 Giving other temporary shelter that cannot be attributed elsewhere
5. 74.14 Counselling on business and management-related issues
6. 74.50 Hiring of labour force and other personnel
7. 74.84 Engaging in business activities that cannot be attributed elsewhere
8. 80.42 Education of adults and other education that canot be attributed elsewhere
9. 85.32 Social activities non-restricted to a fixed place
10. 92.13 Film demonstrating
11. 92.31 Artistic and literary creation and interpretation
12. 92.32 Cultural activities
13. 92.34 Entertainment activities that cannot be attributed elsewhere
14. 92.51 Library and archives activities
15. 92.62 Other sports activities
16. 92.72 Other recreation and entertainment activities that cannot be attributed elsewhere
17. 93.04 Physical welfare-securing activities

Article 3. The Centre's Rights and Obligations

3.1. To carry out the activities provided by the Articles, the Centre may:

3.1.1. open its accounts with banking institutions pursuant to the procedures established by the existing legislation;
3.1.2. buy or otherwise acquire property, use, manage and dispose of it pursuant the procedures established by the existing legislation and the Centre's Articles;
3.1.3. enter into agreements and assume obligations;
3.1.4. give and receive charity and support;
3.1.5. found its branch offices;
3.1.6. be reorganised, found non-profit organisations and enterprises pursuant to the procedures established by law;
3.1.7. use money in order to implement the goals provided by the Centre's Articles;
3.1.8. declare bidding for the implementation of its measures;
3.1.9. establish international relations, exchange professionals, higher/high school students;
3.1.10. join associations uniting non-profit institutions, including international ones, and participate in their activities;
3.1.11. give money for charity, health protection, culture, science, education as well as for the liquidation of consequences of natural calamities and of emergency situations;
3.1.12. render paid services, execute agreed works, fix their prices, except the cases forbidden by the legislation of the Republic of Lithuania;
3.1.13. acquire and enjoy other rights and obligations provided they are in conformity with the legislation of the Republic of Lithuanian and the Present Articles.

3.2. The Centre shall keep its financial records, give financial and statistical information to corresponding state institutions and pay taxes pursuant to the procedures established by the existing legislation.

Article 4. Rights and Obligations of the Centre's Sharers

4.1. Sharers of the Centre shall be its Founders who, pursuant to the procedures established by the Law on Public Institutions and the Centre's Articles, own part of the Centre's capital. The Centre's Founders shall be the Centre's Sharers since the day on which they have made their contributions to the Centre's capital.

4.2. Sharers of the Centre shall have the following non-property rights:

4.2.1. to participate in the Meeting of Sharers as voting members with a deciding vote;
4.2.2. to receive information on activities of the Centre;
4.2.3. to appeal to a court of law against resolutions passed by the Meeting of Sharers or the Centre's Administration if they are contrary to the law or other legal acts;
4.2.4. to assign their non-property rights to another persons transferring to him/her their share in the Centre's capital; and
4.2.5. to authorise another person to act legally on their behalf.

4.3. Sharers of the Centre shall have the following property rights:

4.3.1. to receive part of property of the Centre-in-liquidation pursuant to the procedures established by the Law on Public Institutions of the Republic of Lithuania;
4.3.2. to bequeath, to sell or otherwise transfer their share in the Centre's property to other persons pursuant to the procedures established by law.

4.4. Procedures of acquiring/losing sharer's rights.

4.4.1. The rights of a sharer are acquired/lost by a corresponding decision passed by the Meeting of Sharers in case a sharer:
4.4.1.1. makes his contribution to the Centre's capital;
4.4.1.2. acquires a share transferred to him/her by a sharer of the Centre; and
4.4.1.3. transfers his/her property to the Centre by a trust agreement (if the trust agreement provides it).
4.4.2. The rights of a sharer are lost in case:
4.4.2.1. a sharer takes back his/her contribution to the Centre's capital;
4.4.2.2. a sharer assigns his/her rights of a sharer to another person transferring to him/her his/her share;
4.4.2.3. the term of the trust agreement on the grounds of which the rights of a sharer have been acquired expires or is cancelled;
4.4.2.4. sharer's rights are renounced in writing; and
4.4.2.5. a corresponding decision is passed by a court of law (in non-provided cases, or if any of the provisions of the Present Articles have been violated).

4.5. Procedures of transferring of a share owned by a sharer to other persons.

4.5.1. a sharer may sell or otherwise transfer his/her share in the Centre's capital to other persons;
4.5.2. the Present Articles do not restrict the right of sharer of the Centre to transfer his/her share in the Centre's capital to other persons.

4.6. When the ownership of the share in the Centre's capital changes, the Articles of the Centre are to be amended accordingly pursuant to the procedures established by the Law on Public Institutions of the Republic of Lithuania.

Article 5. Rights of the Institution that has Transferred its Property to the Centre on the Grounds of a Trust Agreement

5.1. Institutions having transferred their property to the Centre on the grounds of a trust agreement shall acquire the rights provided in the said trust agreement.

5.2. State and municipality institutions having transferred state or municipality-owned property to the Centre shall acquire the following rights:

5.2.1. to get information on the Centre's activities;
5.2.2. to appeal to a court of law against decisions taken by the Centre's sharer or the Centre's Administration if they are contrary to the legislation and other legal acts;
5.2.3. other rights provided by the trust agreement.

Article 6. Management of the Centre

6.1. The Centre shall have the following bodies of management: the Meeting of Sharers, the Board of Directors and the Administration.

The Meeting of Sharers
6.2. The Meeting of Sharers shall be the highest authority of the Centre's. In the Meeting of Sharers, the deciding vote shall belong to the sharers of Centre and to the state or municipality institutions that have transferred their property to the Centre on the grounds of a trust agreement, if such a right is provided by the trust agreement.

6.3. The Meeting of Sharers shall be authorised to:

6.3.1. approve, amend and supplement the Articles of the Centre;
6.3.2. approve contributions to the capital of the Centre and their estimated value;
6.3.3. approve trust agreements giving their parties a deciding vote at the Meeting of Sharers;
6.3.4. set obligatory objectives;
6.3.5. fix prices and set rates and valuations of rendered services, works and production, establish their calculation regulations unless they are provided by the Sate;
6.3.6. nominate or recall the Head of Administration (Head), the General Programs Director, the Chief Financier and the Auditor and fix their salaries;
6.3.7. approve annual financial account;
6.3.8. found branch offices of the Centre, reorganise or liquidate the Centre;
6.3.9. nominate an expert (a group of experts) to check the management of the Centre's affairs;
6.3.10. approve acquisition/ loss of sharer's rights;
6.3.11. settle other issues belonging to the competence of the Administration provided the Administration requires it.

6.4. Meetings of Sharers are organised by the Administration. Regular Meetings of Sharers are to be convened by the Administration annually within 3 months since the end of a business year.

6.5. Extraordinary Meetings of Sharers shall be called:

6.5.1. pursuant to a corresponding decision passed by the Meeting of Sharers;
6.5.2. at the request of sharers having at least 1/3 of deciding votes at the Meeting of Sharers;
6.5.3. pursuant to a corresponding decision passed by the Board of Directors;
6.5.4. pursuant to a corresponding decision passed by a court of law in case the Meeting of Sharers failed to be called in conformity with the procedures established by the Law on Public Institutions and the Article of the Centre and a sharer or the Head, the Auditor or any other interested persons appealed to a court of law for it.

6.6. All sharers shall have a right to attend the Meeting of Sharers with a deciding vote, the Head and the General Programs Director shall have a right to attend the Meeting of Sharers with a deliberate vote.

6.7. The Administration shall notify all sharers about the convocation of the Meeting of Sharers no later than 30 days before the date of the Meeting. In case a repeated meeting is called, the sharers shall be notified about it no later than 10 days before its date. The Meeting of Sharers may be called regardless of the said dates if all sharers unanimously agree to it.

6.8. A notice about the Meeting of Sharers shall specify:

6.8.1. the name of the Centre and the address of its seat;
6.8.2. the date and the place of the Meeting;
6.8.3. the draft agenda of the Meeting.

6.9. The Meeting of sharers is authorised to adopt resolutions provided it is attended by the sharers representing more than 1/2 of the total number of deciding votes. In case there is no quorum, a repeated Meeting of Sharers is to be convened within 15 days, this Meeting shall have the right to adopt resolutions regardless of the number of attending sharers.

6.10. A voting sharer who is acquainted with the agenda and draft resolutions has a right to notify the Meeting of Sharers about his/her will to vote "for" or "against" every separate item of the agenda.

6.11. Resolutions of the Meeting of Sharers are to be adopted by a majority of deciding votes of attending sharers, except the resolutions provided in Item 6.12 hereof.

6.12. The following decisions of the Meeting of Sharers are to be adopted by a majority of 2/3 (two thirds) of deciding votes represented by attending sharers:

6.12.1. amendment or supplement to the Articles;
6.12.2. reorganisation of the Centre and adoption of the project of reorganisation;
6.12.3. liquidation of the Centre;
6.12.4. sale or transfer to third persons or organisations of Centre's property constituting more than 20 (twenty) per cent of the Centre's capital;
6.12.5. warranting or guaranteeing of execution of obligations assumed by other entities in case the involved portion of property exceeds 20 (twenty) per cent of the Centre's capital.

The Board of Directors
6.13. Activities of the Centre are organised and managed by the Board of Directors. It includes the Chairman of the Board and Board members. The number of Board members is to be set by the Meeting of Sharers.

6.14. Chairman of the Board and Board members are nominated by the Meeting of Sharers for any period of time provided it does not exceed five years. The Meeting of Sharers can recall the Chairman of the Board or Board members or elect them for succeeding terms of office.

6.15. The Board is empowered to:

6.15.1. set the strategy of the Centre's activities;
6.15.2. set the forms of the Centre's activities;
6.15.3. set the working procedures of the Centre's Administration;
6.15.4. set the structure of the Centre and the salaries non-belonging to the competence of the Meeting of Sharers of the Centre; set the procedures of granting bonuses to the Centre's employees.

6.16. The Board of Directors is accountable for its activities to the Meeting of Sharers and is liable for violations of the legislation or of the Articles in conformity with the procedures established by law.

6.17. The Board of Directors can delegate their functions to the Meeting of Sharers, provided the Meeting agrees to accept them. The Board of Directors shall empower other persons or the Administration or delegate its functions to them.

6.18. The right to initiate a sitting of the Board of Directors belongs to the Chairman of the Board, also to any Board member provided more than a half of Board members agree to it. A Board's sitting shall be deemed legal if it is attended by more than a half of Board members; resolutions adopted by the sitting shall be considers legal if no less than a half of Board members voted in favour of them. In case of a tie vote, the Chairman's vote shall be casting.
The Administration

6.19. Current activities of the Centre are organised, executed and strategically conducted by the Administration of the Centre. The Administration's work is regulated by legislation, the Articles of the Centre, the working regulations of the Administration, the regulations governing activities of Administration divisions, official instructions, resolutions passed by the Meeting of Sharers and decisions passed by the Head of Administration.

6.20. The Administration is empowered to:

6.20.1. draw up activity programs of the Centre.

6.21. The Administration shall give an account of its activities to the Meeting of Sharers and be liable for violations of the legislation and the Articles in conformity with the procedures established by law.

6.22. The Administration may delegate its functions to the Meeting of Sharers provided the Meeting agrees to it. The Administration shall not delegate or transfer its functions to third persons.
The Head of Administration

6.23. The Head of Administration (the Head of the Centre) is to manage activities of the Administration. The Head of Administration is nominated to his/her office for any period of time by the sharers who also set his/her salary.

6.24. The Head of Administration:

6.24.1. independently executes the functions delegated to him/her by the Meeting of Sharers, implements resolutions passed by the Meeting and manages other current affairs;
6.24.2. convokes regular Meetings of Sharers and draws up their agendas;
6.24.3. opens and closes accounts with banking institutions;
6.24.4. issues powers of attorney empowering persons to execute the functions within his/her competence;
6.24.5. offers issues to be discussed by sharers;
6.24.6. prepares annual and quarterly balance sheets, draws up a resolution on profit distribution and presents it to sharers for approval;
6.24.7. represents the Centre in a court of law, a court of arbitration and in relations with other natural and legal persons;
6.24.8. enters into agreements on behalf of the Centre;
6.24.9. imposes penalties on or gives rewards to employees of the Centre in conformity with the procedures established by the Meeting of Sharers;
6.24.10. within the limits of his/her competence, issues orders regulating activities of the Administration and its structural divisions;
6.24.11. accepts for a job or dismisses employees, sets their salaries provided this does not infringe upon the powers of the Meeting of Sharers;
6.24.12. manages the Centre's property, including money, within the limits set by the Centre's sharers, analyses possible financial sources and the ways of their use, deeds entered into by the Centre, auditing results and settles other issues relating to property sale or purchase;
6.24.13. guarantees security and accumulation of the Centre's property, as well as creation of adequate labour conditions.

The General Programs Manager
6.25. The General Programs Manager is to be nominated to his/her office for any period of time by the sharers of the Centre who also set his/her salary.

6.26. The General Programs Manager:

6.26.1. performs the functions of the Head of Centre in case the Head is absent;
6.26.2. co-ordinates programs executed by the Centre;
6.26.3. performs other functions delegated to him/her by the Meeting of Sharers and also the functions provided by the Administration's Working Regulations.

Article 7. Procedures of the Disposing of the Centre's Property

7.1. The property of the Centre represents the property handed over to the Centre by the Centre's sharers, also bequeathed property, interest paid by banking institutions for Centre's money kept with said institutions, the property donated by natural and legal persons, state and government institutions, foreign states and international organisations. The Centre may accept property handed over to it for free use on the grounds of a trust agreement.

7.2. The Centre can sell, transfer, lease, mortgage its long-term assets, also to act as a guarantor or sponsor provided a corresponding decision has been taken by the Centre's sharers pursuant to the procedures established by the present Articles.

7.3. Contributions made by the Centre's sharers constitute the capital of the Centre. It is registered in the Centre's documents, and the sharers are issued documents proving their share in the Centre's capital.

7.4. The capital of sharers can be increased only from afterpayments or by means of reestimating the Centre's property. Consequently, shares can be increased (reduced) proportionately.

7.5. The Centre, having sold its unnecessary tangibles, by the decision passed by the Head of Administration can use thus obtained income for the execution of its activities or for other ends provided they do not contradict the Centre's Articles.

7.6. Sharers of the Centre can set the rules of disposing of the Centre's property.

Article 8. Sources of Income and Income Using Procedures

8.1. The Centre may have the following sources of income:

8.1.1. funds given by the Centre's sharers;
8.1.2. income gained from rendered services and done works;
8.1.3. target allocations from state or municipality budget;
8.1.4. moneys given by Lithuanian or foreign foundations;
8.1.5. means received as charity, support, present, or legacy;
8.1.6. other legally acquired means.

8.2. A statement of expenditure must be executed in case of using the means received from Lithuanian state or municipality budget or from Lithuanian foundations. The said statement is to be executed in case of using the means received from other sources if corresponding means-giving entities demand it.

8.3. Means received as charity or support, or as a legacy are to be used by the Centre for the purposes specified by sponsors or testators and reflected in the Articles of the Centre. Means received by the Centre as charity, support or legacy are to be kept in a separate bank account.

8.4. Moneys received from state or municipality budget are to be kept in a separate bank account.

8.5. The Head of Administration (The Head of the Centre) disposes of the Centre's funds in order to finance activities undertaken by the Centre and other activities.

8.6. The Meeting of Sharers can set the regulations of disposing of the Centre's funds.

Article 9. Financial Control Procedures

9.1. Financial control of the Centre is to be performed by the Auditor at least once a year. Only a capable natural person or an enterprise rendering accounting and auditing services can act as the Centre's Auditor. The Auditor is nominated by the Meeting of Sharers for a maximum period of five years.

9.2. The Auditor controls financial activities of the Centre:

9.2.1. checks annual financial accounts and records and other financial documents of the Centre;
9.2.2. performs all other checking in the Centre on the instructions of the Meeting of Sharers or the Head of Administration (the Head of the Centre);
9.2.3. notifies the Meeting of Sharers on all breaches revealed during the auditing.

9.3. The Administration shall present to the Auditor financial accounts and records demanded by him/her.

9.4. The Centre may remunerate the Auditor for his/her services. The amount of the remuneration and its payment procedures shall be set by the Meeting of Sharers.

9.5. The Auditor is to keep secrets revealed to him/her in the course of controlling activities of the Centre.

9.6. The Auditor is liable for inadequate control or concealment of shortcomings in conformity with the procedures established by law.

9.7. State and municipality control institutions have a right to check activities of the Centre in conformity with the procedures established by law.

9.8. The Administration of the Centre shall present to state (municipality) control institutions and to financial control entities provided by the Articles documents required by the said institutions and organisations.

Article 10. Amendments and Supplements to the Articles

10.1. The right to initiate amendments or supplements to the Articles belongs to the Administration, the Board of Directors and to the Meeting of Sharers.

10.2. Amendments or supplements are adopted and approved by the Meeting of Sharers.

10.3. Amendments and supplements come into force since the day of their registration provided it has been executed pursuant to the procedures established by law.

Article 11. Branch Offices of the Centre

11.1. A branch office of the Centre represents the Centre's structural division with its own seat and administration. Branch offices shall not be legal persons. They shall act on behalf of the Centre pursuant to the Centre's Articles within the limits of powers granted to them by the Head of Administration of the Centre, their activities being guided by their Regulations. The number of branch offices is unlimited.

11.2. A branch office is founded or liquidated by a person correspondingly empowered by the Meeting of Sharers of the Centre.

11.3. A branch office may have its subaccount. Property of the branch office shall be reflected in financial accounts and records of the Centre, as well as in separate financial documents of the branch office.

Article 12. Reorganisation and Liquidation of the Centre

12.1. The Centre can be reorganised on the grounds of a corresponding decision passed by the Meeting of Sharers in conformity with the procedures and in the ways established by the Law on Public Institutions of the Republic of Lithuania and pursuant to the Project of Reorganisation.

12.2. The Project of Reorganisation is to be approved by the Meeting of Sharers and by the subsequent general meetings (meetings of founders) of public institutions that are to start their activities after the reorganisation. By the decision passed by the meetings approving the Project of Reorganisation, experts may be appointed to check the project.

12.3. The grounds for the Centre's liquidation shall be:

12.3.1. a corresponding decisions passed by the Meeting of Sharers, provided it has been adopted and approved in conformity with the provisions of the Articles;
12.3.2. a corresponding ruling passed by a court of law.

12.4. The institution that has taken a decision to liquidate the Centre must appoint its liquidator, set the dates of liquidation and the procedures of inventory taking and of handing over of the Centre’s property. The Meeting of Sharers and the Administration lose their powers since the day on which the liquidator has been appointed, their functions are to be executed by the liquidator acting in conformity with the procedures established by the Law on Public Institutions of the Republic of Lithuania.

12.5. When the Centre in liquidation discharges its liabilities to its creditors, sharers of the Centre may get back their contributions to the Centre’s capital from the tangibles and money that have been left. In case undistributed tangibles or money is left, it shall be handed over to some other non-property organisation(s) registered in the Republic of Lithuania, this will be done at the discretion of the institution that has taken the decision to liquidate the Centre.

12.6. When the Centre is liquidated, its employees are dismissed pursuant to the procedures established by the Law on Labour Contract.

12.7. A notice on the Centre’s liquidation shall be published twice with an interval of at least one month or every creditor is notified in writing separately.

Other issued relating to the Centre’s activities are to be settled pursuant to corresponding laws of the Republic of Lithuania.

The Present Articles of the Youth Psychological Aid Centre Public Institution were adopted by the Meeting of Sharers of the Centre on the 29th of May, 1997.