1.1. The Association of Legal Entities "Union of Machine Builders of Kazakhstan", hereinafter referred to as the "Union", is a voluntary association of legal entities established for the purpose of coordinating actions, representing and promoting interests, as well as joint activities in the market of needs for machine-building products, works and services in the Republic of Kazakhstan.

1.2. The Union is a non-profit organization and carries out its activities on the principles of voluntariness, equality of its members, self-government, openness and transparency.

1.3. The legal basis of the Union's formation and activities is the Constitution of the Republic of Kazakhstan, the Civil Code of the Republic of Kazakhstan, the Law "On Non-Profit Organizations", other legislative acts, this Charter and decisions taken in accordance with it within the framework of the Union's activities.

1.4. The Union is liable for its obligations with all property belonging to it. The Union is not responsible for the obligations of its Members. The members of the Union bear subsidiary responsibility for the obligations of the Union within the limits of the entrance fees paid by them. The State is not responsible for the obligations of the Union, just as the Union is not responsible for the obligations of the State.

1.5. The activities of the Union are carried out on the territory of the Republic of Kazakhstan and are not limited in time. Structural subdivisions (representative offices) operating on the basis of this Charter may be established in the regional centers and other administrative-territorial units of Kazakhstan in accordance with the established procedure.

1.6. In accordance with the current legislation, the Union may establish direct international contacts and communications, conclude relevant agreements, join international public (non-governmental) associations, and receive property and funds, including financial assistance, as well as grants, free of charge from these organizations, foreign legal entities and individuals.

The Union is a legal entity under the legislation of the Republic of Kazakhstan from the moment of its state registration. The Union has its own settlement account, seals with its name in the state and Russian languages.

The Union has its own emblem and signs, the samples of which are approved by the General Meeting of the Union's Members.

The legal address of the Union is the Republic of Kazakhstan, 010000, Nur-Sultan, Baikonur district, ZHM Ondiris, Aksai str., building 1.

2.1. Name of the UnionFull name: In the official language — "Kazakhstan machine zhasaushylaryn odagi" Zandy tulgalardyn birlestigiIn Russian — Association of legal entities "Union of Machine Builders of Kazakhstan"In English — "Association of Kazakhstan Machinery Industry" Abbreviated name: In the official language — KMZHOIn Russian — QMSIn English -AKMI

2.2. The main objectives of the Union

2-2.1. Formation of an appropriate organizational and legal infrastructure and mechanisms of its functioning through the representative and executive bodies of the Republic of Kazakhstan in the interests of the Participants.

2-2.2. Formation of a coordinated strategy for the development of the engineering industry, including investment in joint projects, training and retraining of personnel.

2.2.3. Joining the efforts of the Participants to meet the needs of the sectors of the economy of the Republic of Kazakhstan in goods, works and services of mechanical engineering.

2.3 The subject of the Union's activities In order to achieve its main objectives, the Union carries out its activities in the following areas:: 1) support and assistance to the development of organizations in the machine-building industry; 2) representing the interests of Participants in cooperation with government agencies, international organizations and other third parties, participating in the work of expert and working groups, commissions; 3) coordination of financial, economic and innovative activities of the Participants in the framework of the implementation of joint strategies and projects; 4) development of industrial, scientific, technical and information cooperation of the Participants; 5) organization of the collection, processing, storage and transmission of information to Participants on issues related to their activities and ensuring effective development; 6) developing a unified position of the Participants on the main strategic directions of the machine-building industry development; 7) participation on a contractual basis in the implementation of the functions of the National Chamber of Entrepreneurs of the Republic of Kazakhstan "Atameken" in accordance with the Law of the Republic of Kazakhstan "On the National Chamber of Entrepreneurs of the Republic of Kazakhstan"; 8) participation in the work of the Congress, the Presidium, and the committees of the Presidium of the National Chamber of Entrepreneurs "Atameken" in accordance with the procedure established by the Law of the Republic of Kazakhstan "On the National Chamber of Entrepreneurs of the Republic of Kazakhstan"; 9) participation, in accordance with the established procedure, in the development of regulatory legal acts of the Republic of Kazakhstan and state policy measures of the Government of the Republic of Kazakhstan, making proposals to government authorities on the development of mechanical engineering and other related industries; 10) organization of seminars, conferences, exhibitions, presentations and other events in the interests of the Participants; 11) protection and representation of the interests of Participants in the judicial and executive authorities of the Republic of Kazakhstan; 12) providing Participants with legal, methodological, consulting and other assistance; 13) fulfillment of other goals and objectives that contribute to improving the efficiency of financial, economic and innovative activities of Participants, expanding markets for machine-building products, as well as developing cooperative and other ties with foreign companies; 14) representation and protection of the interests of Participants in procurement, including state and other regulated purchases of goods, works and services; 15) other activities consistent with the statutory objectives and objectives, not contrary to the legislation of the Republic of Kazakhstan.

3.1. Members are legal entities registered in accordance with the applicable legislation, recognizing and complying with this Charter.
3.2. The Union is open for the admission of new Members.
3.3. Legal entities may join the Union as Members or Associate Members. Members have the right to participate in the activities of the Union with a decisive vote, while Associate Members have an advisory vote.
3.4. Admission to the Union is carried out based on a written application from a legal entity in the form established by the Board.
3.5. The decision on admission to the Union is made by the Board.
3.6. Members retain their independence and the rights of a legal entity.
3.7. Members have the right to 1) participate in the activities of the Union in accordance with the Founding Agreement and this Charter 2) receive information about the activities of the Union 3) take part in determining the main directions of the Union's activities and in all events organized by its governing bodies 4) submit proposals for improving the efficiency of the Union's operations 5) elect and be elected to the governing bodies of the Union 6) seek legal, methodological, informational, and other assistance from the Union 7) use the property of the Union in the manner prescribed.
3.8. Members are obliged to 1) comply with this Charter 2) participate in achieving the goals and implementing the tasks of the Union, as well as in the execution of decisions made by the Union’s governing bodies 3) pay membership and targeted fees in a timely manner, as determined by the Board’s decision.
3.9. Members retain the right to freely withdraw from the Union by submitting a written application at least two months before the date of withdrawal.
3.10. The decision on a Member’s voluntary withdrawal from the Union is approved by the Board.
3.11. Members may be expelled for violating this Charter, failing to comply with the decisions of the Union’s governing bodies, discrediting the Union, or engaging in actions that contradict the legislation of the Republic of Kazakhstan.
3.12. A decision to expel a Member from the Union is made by a two-thirds (2/3) majority vote of the Members present at the General Assembly.
3.13. In the event of a voluntary withdrawal or expulsion of a Member from the Union, any previously paid entrance, membership, or targeted fees are non-refundable.
3.14. Associate Members have the right to 1) participate in the General Assembly of Members with an advisory vote 2) submit proposals for consideration by the Union’s governing bodies regarding their activities 3) seek assistance from the Union for the protection of their professional rights and legal interests 4) pay membership and targeted fees in the amount determined by the Board’s decision 5) withdraw from the Union at their own discretion.
3.15. Associate Members are obliged to 1) comply with this Charter 2) implement the decisions of the Union’s governing bodies in accordance with their competencies 3) actively contribute to achieving the goals and fulfilling the tasks and functions of the Union within their competence.

4.1. The highest governing body of the Union is the General Assembly of Members.
4.2. The executive body of the Union is the Board.
4.3. The permanent executive body of the Union is the Executive Directorate.
4.4. The supervisory body of the Union is the Audit Commission.
4.5. The Union establishes a Coordination Council.
4.6. Members of the Board and the Audit Commission cannot simultaneously serve as members of the Coordination Council.
4.7. The General Assembly of Members is convened by the Chairman of the Board as needed but at least once a year or at the request of more than half of the Union Members.
4.8. The Chairman of the Board announces the convening of the General Assembly of Members and its proposed agenda no later than one month before its scheduled date. The General Assembly is considered valid if more than half of the Members or their authorized representatives participate.
4.9. Associate Members participate in the General Assembly of Members with an advisory vote, meaning they can discuss all issues but do not have voting rights.
4.10. The exclusive competencies of the General Assembly of Members include 1) adopting, amending, and supplementing the Union's founding documents 2) making decisions on the voluntary reorganization or liquidation of the Union 3) determining the authority, organizational structure, formation process, and termination of the Union's governing bodies 4) defining the procedure and frequency for the Executive Directorate to submit financial reports, as well as the procedure for audits by the Audit Commission and approval of their results 5) deciding, within the limits set by legislative acts, on the Union’s participation in the establishment or operation of other legal entities, as well as its branches and representative offices 6) electing and dismissing members of the Board, Coordination Council, and Audit Commission 7) reviewing reports from the Chairman of the Board, Chairman of the Audit Commission, Chairman of the Coordination Council, and Director of the Executive Directorate, and making decisions on them 8) reviewing and approving the Union’s concepts, strategies, and projects 9) approving the Audit Commission's report.
4.11. Decisions on the election of Board members, Coordination Council members, Audit Commission members, amendments to the founding documents, as well as reorganization or liquidation of the Union, are made by a two-thirds (2/3) majority of Members present at the General Assembly. Other matters are decided by a simple majority based on the "one Member – one vote" principle. Remote voting by sending ballots directly to Union Members is allowed.
4.12. Board members are elected by the General Assembly of Members for a term of five years.
4.13. Board meetings are held in person at least four times a year or at the initiative of the Chairman of the Board. The meeting is valid if more than half of the Board members are present. Board decisions are made by a simple majority vote. In the event of a tie, the Chairman of the Board has an additional vote. Additional Board meetings may be held both in person and remotely.
4.14. The Board has the following powers and responsibilities 1) organizes the Union’s activities between General Assemblies, makes decisions within its competence, convenes and ensures the holding of the General Assembly of Members 2) decides on the admission and voluntary withdrawal of Members and Associate Members 3) elects the Chairman of the Board 4) approves the Union’s budget for the next financial year 5) reviews the Executive Director’s proposals regarding staff expenditure estimates 6) plans and organizes the implementation of the Union’s annual work plans 7) sets the amount and deadlines for entrance, membership, and targeted fees paid by Members 8) approves the Union’s annual performance report 9) reviews reports from the Chairman of the Board, Chairman of the Audit Commission, and Director of the Executive Directorate before presenting them to the General Assembly 10) approves regulations on the Union’s governing bodies 11) approves documents regulating the Union’s internal activities 12) approves the structure, staffing, work plan, and other documents related to the Executive Directorate’s activities 13) reviews proposals on the Union’s key areas of activity 14) approves the composition and regulations of commissions and working groups formed from Members or their authorized representatives 15) resolves other matters related to the Union's activities that do not fall within the exclusive competence of the General Assembly of Members.
4.15. The Board of the Union is headed by the Chairman, who is elected by the Board members for a five-year term.
4.16. The Chairman of the Board has the following powers and responsibilities 1) chairs the General Assembly of Members and Board meetings 2) decides on holding the General Assembly remotely 3) appoints and dismisses the Director of the Executive Directorate and concludes an employment contract with them 4) oversees the general management of the Union between Board meetings, taking into account recommendations from the General Assembly and Coordination Council 5) represents the Union in the government bodies of the Republic of Kazakhstan, public and international organizations 6) has an additional vote in Board decision-making 7) resolves other issues related to the Union's activities.
4.17. The permanent governing body of the Union is the Executive Directorate.
4.18. The Executive Directorate is headed by the Director, who is appointed by the Chairman of the Board.
4.19. The Director of the Executive Directorate 1) participates in Board meetings with an advisory vote 2) opens bank accounts, signs financial documents of the Union, manages the Union’s financial resources and property within the authority granted by the Board and defined in the employment contract, and concludes contracts with legal and physical persons 3) organizes the work of the Executive Directorate to implement the decisions of the General Assembly of Members and the Board, hires staff, and ensures working conditions for the Executive Directorate personnel 4) approves job descriptions for employees of the Executive Directorate 5) prepares documents for discussion at the General Assembly and Board meetings 6) compiles and presents financial and other reports to the Audit Commission, the Board, and the General Assembly 7) represents the Union in government bodies and non-governmental organizations as instructed by the Chairman of the Board 8) interacts with Members on a daily basis, performs other functions as assigned by the Chairman of the Board, and makes decisions within the scope of authority defined in the employment contract 9) concludes employment contracts on behalf of the Employer with members of the Union's Board based on the General Assembly's decision to elect them (subparagraph 6, paragraph 4.10 of the Charter), provided that an approved staffing schedule and corresponding budget allocations exist, and for a term not exceeding the one specified in paragraph 4.12 of the Charter.
4.20. The Chairman of the Coordination Council is elected by the members of the Coordination Council for a term of five years.
4.21. Meetings of the Coordination Council are held at the initiative of its Chairman but at least once a year. A meeting is valid if more than half of its members participate. Meetings may be held remotely (through documented decisions in postal, fax, or electronic form). Decisions are made by a simple majority vote.
4.22. The Coordination Council has the following powers and responsibilities 1) coordinates the Union’s relations with government bodies, public organizations, and associations 2) coordinates the Union’s participation in the development of regulatory legal acts, implementation of state and industry programs, as well as in conferences, forums, meetings, exhibitions, presentations, and other events 3) submits proposals on the Union’s long-term directions to the Union’s governing bodies.
4.23. The Chairman of the Coordination Council presides over its meetings, and in their absence, the Deputy Chairman assumes this role. The Coordination Council does not interfere in the Board’s activities, and its decisions are advisory for the Board.

5.1. The funds and property of the Union are formed from

1. founding, membership, and targeted contributions, the amounts and payment deadlines of which are determined by the Board

2. voluntary contributions, gratuitously received property, including financial resources, financial assistance from individuals and legal entities, foreign firms, international organizations, as well as grants

3. other income that does not contradict this Charter and the applicable legislation of the Republic of Kazakhstan.

5.2. The right to manage the funds and property of the Union belongs to the Board and the Director of the Executive Directorate. The funds and property of the Union are used exclusively for their intended purpose in accordance with the decisions of the General Assembly of Members.

5.3. The Union's funds consist of money and other securities that are not prohibited for circulation under the legislation of the Republic of Kazakhstan. The Union’s funds are primarily used for the implementation of Union projects, financial assistance to Members, and charitable purposes.

5.4. The Union’s property consists of movable and immovable assets, patents, and other liquid intangible assets that have market value. No Member has ownership rights over the property of the Union or any part of it.

5.5. The Union is liable for its obligations with its own funds and property, which may be subject to enforcement in accordance with the legislation of the Republic of Kazakhstan. The state is not liable for the obligations of the Union.

5.6. The Union has the right to use its own funds to acquire, dispose of, lease, and rent movable and immovable property, as well as to act as a plaintiff and defendant in courts.

5.7. The control over the expenditure of the Union’s funds and property is carried out by the Audit Commission.

6.1. The audit of the financial and economic activities and the correctness of the implementation of the statutory activities of the Union is carried out by the Audit Commission, elected by the General Meeting of Participants for a period of five years.

6.2. The Audit Commission, at its discretion, but at least once a year, carries out an audit of the proper use of funds and property of the Union, compliance by officials of the Union and its structural divisions with the current legislation and the Charter, monitors the implementation of decisions of the General Meeting of Participants and the Board of the Union. The Audit Commission reports the results of the audit to the General Meeting of Participants.

6.3. The members of the Audit Commission may not be members of the coordinating and executive bodies of the Union and are independent of the Union's bodies in their activities.

6.4. The Audit Commission carries out its activities in accordance with the Regulations approved by the Management Board.

7.1. The Charter of the Union is adopted by the General Meeting of Participants. 

7.2. Subsequent amendments and additions to these Articles of Association are made after discussion and approved by the General Meeting of Participants in accordance with the procedure established by these Articles of Association. Amendments and additions to the Charter, the charter in a new edition are subject to state registration in accordance with the procedure established by law.

8.1. The Union may establish structural divisions (branches and representative offices). 

8.2. A branch is a separate subdivision of the Union located outside its location and performing all or part of its functions, including the functions of a representative office. A representative office is a separate subdivision of the Union located outside its location and providing protection and representation of the interests of a legal entity that performs transactions and other legal actions on its behalf. 

8.3. Branches and representative offices of the Union are not legal entities. They are endowed with the property of the Union and act on the basis of the regulations approved by it. 

8.4. The heads of branches and representative offices are appointed by the Management Board and act on the basis of its power of attorney.

9.1. The Union may be reorganized and liquidated voluntarily by a decision of the General Meeting of Participants and forcibly by a court decision on the basis and in accordance with the procedure provided for by the Civil Code of the Republic of Kazakhstan and other legislative acts. The procedure for the formation and operation of the liquidation commission is regulated by the current legislation of the Republic of Kazakhstan.

9.2. Upon liquidation of the Union, its property or the funds received from its sale may not be converted into the income of its members. Upon termination of its activities, the property of the Union, after settlements with creditors, is directed to the purposes provided for in this Charter, or transferred to organizations engaged in similar activities.

9.3. In all other matters not regulated by this Charter, the Union is guided by the current legislation of the Republic of Kazakhstan.