Introduction

The following Terms of Reference define the respective roles, responsibilities, and terms expected of the General Meeting of Transparency International Kyrgyzstan as per the Organization’s Statutes and protocols of the General Meetings and preceding Founder’s Meetings. Any amendment(s) to these Terms of Reference must be ratified by the General Meeting of the Transparency International Kyrgyzstan before taking effect. These Terms of References are in full compliance with the Statutes and regulate issues not covered therein.

Status of the General Meeting

The General meeting is the supreme decision making body of Transparency International Kyrgyzstan, which shall be convened at least one a year. The main function of the General Meeting is to observe goals of the Transparency International Kyrgyzstan as an organization.

Authority

The General Meeting has the following authority:

• Form the property of the organization and determine its principles of usage;
• Create executive organs and untimely terminate their authorities;
• Affirm annual reports;
• Form anew the organization and dissolve/liquidate it;
• Accept reports of the chief executive organs of the organization;
• Elect Chairman of the Board, board members and executive director for the period of four years for maximum two terms of service;
• Accept the Statutes of the organization and approve of any changes to it;
• Approve of substantial changes in the policies of the organization;
• Decide on participation in other organization

Members of the General Meeting

Founders

Founders of the Organization are members of the organization. Their membership is evidenced by the Statutes registered by the Ministry of Justice.

Board members 

Board members are automatically members of the organization. Their membership is evidenced by the Register of Interests available at the Transparency International Kyrgyzstan website[1]. 

Termination of membership 

Founders

Termination of membership for founders (upon their own will submitted in writing or in cases described below) shall be approved by the General Meeting and subsequently necessary amendments shall be made to the Statutes and approved by the registering body – Ministry of Justice.

Staff

Membership in the organization for the staff is automatically terminated upon termination of the employment and surrender of the office identification card.

Board members 

Membership in the organization is extended automatically to the board members upon their election and is automatically terminated upon resignation.

Rights of the members

• to take part in the governance of the organization as per the  Statutes and other documents;
• to elect and be elected to any elective organs of the organization;
• to take part in activity and events organized by the organization;
• to get information about activities of the chief organs of the organization and control their activities;
• to take part with a consultation vote in any affair of any organ of the organization; personally take part in the discussion of any problem, to explain, to protest and to complain in connection with  his/her  rights and duties.
• members of the organization may represent or declare on behalf of  organization  only upon authorization from a  corresponding organs of the organization/

Duties of the members

Members of the Organization have the following duties:

• to conform to the organization’s Statutes, other documents and ethics norms;
• to fulfil decisions of the organization’s elective organs;
• to fulfil demands of the Statutes;
• to take part in the events of the

Convening General Meetings

The General Meeting shall be convened by the initiative of the executive organs, one of the founders or the third part of the members.

The founders, board members and members of the organization shall be informed about the place and the date of the meeting two weeks in advance.

The General Meeting is valid if more than one half of the members of the organization take part.

Each General Meeting shall start with election of chairman from among three candidates suggested one by founders, one by board members and one by other members; electing a secretary of the meeting and discussing and approving agenda. Any issues approved by more than three members shall be introduced to the agenda of the meeting.

Decision making

Decisions about the problems which are discussed in the General Meeting are accepted by the simple majority of open voting, except for election of the Chairman of board, board members and executive director which shall be made by a secret vote.  Every member has one voice.

For additions and changes to the Statutes and adoption of decisions on about anew forming (coalition, joining, division, separation, transformation) and liquidating of the organization majority of 2/3 of votes is required. 

All decisions of the General Meetings must be recorded in the protocols of the General Meetings and signed by the Meeting chairman and secretary. 

[1] www.transparency.kg