The By-laws of the Lithuanian Athletic Union of North America were drafted by Valentinas Aleksa on September 20, 2019 and adopted at the virtual assembly of the Lithuanian Athletic Union of North America held on October 24, 2020.
BYLAWS OF THE LITHUANIAN ATHLETIC UNION OF NORTH AMERICA
1. General Part
1.1. The Lithuanian Athletic Union of North America (abbreviated as “LAUNA”). In Lithuanian – Šiaurės Amerikos lietuvių fizinio auklėjimo ir sporto sąjunga.
1.2. LAUNA is a public legal entity with limited civil liability; it operates in the United States of America (USA) and Canada.
1.3. LAUNA operates in accordance with the Constitutions of the United States and Canada and the laws of these countries, as well as these By-laws.
1.4. LAUNA shall be entitled to receive charitable contributions and donations in accordance with the laws of the United States of America and Canada, as well as in Lithuania in accordance with the laws of the European Union.
1.5. LAUNA’s existence is perpetual. The fiscal year of LAUNA shall coincide with the calendar year.
2. Goals, objectives, areas, and types of activities of LAUNA
2.1. The goals and objectives of LAUNA:
2.1.1. Unite all Lithuanians in the USA and Canada and their organizations interested in sports; to make the merits of prominent Lithuanian sports organizers, athletes, sports referees, sports journalists, and sports sponsors widely known in the USA, Canada, Lithuania, and the world and to commemorate their memory; to preserve the traditions of Lithuanian sports families, relatives, and organizations; to bring together the entire Lithuanian sports community in the USA and Canada and to create and nurture new traditions on the basis of ethnicity, culture, morals, and nobility;
2.1.2. Collect and preserve all materials related to the sports of Lithuanians in the USA, Canada, and Lithuania;
2.1.3. Organize commemorations and scientific conferences;
2.1.4. Establish sports museums, memorial apartments and rooms in cities in order to commemorate Lithuanian sports figures;
2.1.5. Establish sports parks, sports groves, sports oak groves and sports halls of fame dedicated to Lithuanian athletes;
2.1.6. Establish treatment and rehabilitation centers and boarding houses for Lithuanian athletes and sports figures;
2.1.7. Organize various sports festivals and sports competitions;
2.1.8. Organize concerts, exhibitions, thematic trips, excursions and other events;
2.1.9. Preserve the memorabilia of prominent Lithuanian athletes, sports figures and sports organizations in the USA and Canada;
2.1.10. Initiate and support the production of documentary films about Lithuanian athletes and sports figures in the USA and Canada;
2.2.: LAUNA can:
2.2.1. have its own premises, anthem, coat of arms, seal, insignia, and awards;
2.2.2. confer the titles of Honorary Member of LAUNA;
2.2.3. employ persons to carry out the activities provided for in the By-laws;
2.2.4. to co-operate with Lithuanian, European and world governmental, sports, and public sports organizations, as well as universities, academies, institutes, and other peaceful organizations;
2.2.5. be a beneficiary of grants in accordance with the laws of the United States, Canada, and the European Union.
3. LAUNA Members, their rights and obligations
3.1. Membership in LAUNA shall be open to able-bodied persons who are 18 years of age or older, provided that they are Lithuanian or of Lithuanian descent or at least one of their parents or grandparents is Lithuanian or a non-Lithuanian who is married to a Lithuanian. Lithuanian-owned legal entities also can become members.
3.2. A member of LAUNA shall have the right to:
3.2.1. Attend and vote at the General Assembly of Members (each member of LAUNA has one vote at the General Assembly of Members);
3.2.2. Use the services provided by LAUNA;
3.2.3. Have access to the documents of LAUNA and to receive all the information available to LAUNA about its activities;
3.2.4. Participate in the implementation of LAUNA programs, events, and projects;
3.2.5. Withdraw from LAUNA by notifying the Board of LAUNA in writing at least 15 (fifteen) days before the date of intended withdrawal. The membership fee and membership dues or funds and assets transferred to the ownership of LAUNA shall otherwise be non-refundable;
3.2.6. Exercise other rights provided for in the LAUNA By-laws.
3.3. A member of LAUNA shall:
3.3.1. Comply with these By-laws, the decisions of the General Assembly of Members and the Board;
3.3.2. Actively participate in the activities of LAUNA, contribute to the achievement and implementation of the objectives of LAUNA;
3.3.3. Protect confidential matters of LAUNA and its members;
3.3.4. Pay the annual membership fee approved by the General Assembly of Members no later than within 4 months from the beginning of the current fiscal year.
4. The procedure and conditions for admission, withdrawal, and expulsion of LAUNA members
4.1. Subject to the conditions set out in Clause 3.1 of these By-laws, those who wish to become members of LAUNA must submit to the Board:
4.1.1. Natural persons:
220.127.116.11. a written request to fill out the application prepared by the Board;
18.104.22.168. a curriculum vitae.
4.1.2. Legal entities:
22.214.171.124. a written request and a description of their activities or an application prepared by the Board;
126.96.36.199. if the organization seeking membership has members, a list of its members.
4.2. The Board shall make a decision at its next meeting following receipt of the application. If the Board approves the application, the admitted member shall, within 15 (fifteen) days of the Board’s decision, pay the admission and membership fees as approved by the General Assembly of Members.
4.3. New members shall acquire the rights of a member as soon as the enrolment fee and the annual membership fee have been paid in accordance with the established procedure.
4.4. Members may resign from LAUNA or suspend their membership in LAUNA by notifying the LAUNA Board in writing.
4.5. A member of LAUNA who fails to comply with these By-laws, material obligations or otherwise causes material or moral damage to LAUNA shall have his/her membership suspended or terminated by decision of the Board.
4.6. Members who have resigned or have been expelled from LAUNA shall not be entitled to any refund of their joining fees, annual dues or assets and funds transferred to LAUNA property. In the event of dissolution of LAUNA, no part of the assets of LAUNA may be allocated to former members.
4.7. Membership of LAUNA shall cease when a member:
4.7.1. a natural person dies;
4.7.2. leaves LAUNA voluntarily;
4.7.3. fails to pay the annual membership fee on time.
4.8. The Board of the Association shall have the right to expel a member from LAUNA if:
4.8.1. the member’s activities are contrary to the objectives of LAUNA;
4.8.2. the member does not comply with these By-laws, the decisions of the General Assembly of Members or the Board.
5. Governing Bodies of LAUNA
5.1. The LAUNA shall consist of:
5.1.1. General Assembly of Members;
5.1.2. Board of Directors, a collegial governing body;
5.1.3. President, the chief executive officer.
5.2. The following may also be elected by LAUNA:
5.2.1. First Vice President;
5.2.3. Secretary General;
5.2.4. Honorary Members.
6. General Assembly of Members
6.1. The General Assembly is the supreme body of LAUNA.
6.2. The General Assembly of Members shall:
6.2.1. Amend and modify the By-laws of LAUNA;
6.2.2. Change the headquarters of LAUNA;
6.2.3. Elect and dismiss the President of LAUNA;
6.2.4. Elect and dismiss the members of the LAUNA Board;
6.2.5. Determine the procedure for convening the General Assembly of LAUNA;
6.2.6. Elect and recall the members of the Audit Commission, determine the number of members and the procedure of work;
6.2.7. Determine the amount of the enrollment fee, the annual membership fee, the amount and the procedure for payment of special contributions;
6.2.8. Decide on the restructuring or termination (reorganization or liquidation) of LAUNA;
6.2.9. Approve the annual financial statements of LAUNA;
6.2.10. At the request of the Board, decide on other matters of importance for LAUNA;
6.2.11. Decide on other matters within the competence of the General Assembly of Members as defined in the LAUNA Articles of Incorporation or By-laws, if they are not within the competence of other bodies and if they are not essentially the functions of the Board.
6.3. An ordinary General Assembly of Members shall be convened every 1 (one) year at the latest within 11 (eleven) months after the end of the fiscal year of LAUNA.
6.4. The right to call for an Extraordinary General Assembly shall be vested in the Board of LAUNA, the President of LAUNA and at least half of the LAUNA members. This right shall be exercised by submitting a written request to the President of LAUNA, specifying the proposed issues to be discussed and draft decisions. An Extraordinary Assembly shall only consider the issues for which it was convened. An Extraordinary General Assembly of Members must be convened no later than 60 days after the date of submission of the request for such an assembly to the LAUNA Executive Board.
6.5. Each member of LAUNA shall be duly notified in writing (by registered mail, e-mail or fax) of the time and place of the General Assembly of Members at least 30 days before the date of the General Assembly of Members, together with the draft agenda of the General Assembly of Members, the draft decisions to be taken, as well as other materials related to the issues to be discussed (draft amendments to the By-laws, draft report on the activities of the fiscal year etc.).
6.6. The General Assembly of Members may be convened without observing the deadlines set out in these By-laws if more than half of all members of LAUNA agree in writing.
6.7. The General Assembly of Members shall be valid if more than 1/2 (one half) of the members of LAUNA are present. If the quorum is not present, the Board shall convene a reconvened General Members’ Assembly within 30 (thirty) days at the latest, which shall have the right to make decisions on the items on the agenda of the unconvened meeting, irrespective of the number of members present.
6.8. A decision of the General Assembly of Members, except for the decisions provided for in paragraphs 6.2.1 and 6.2.7 of these By-laws, shall be deemed to have been adopted when the number of votes cast in favor exceeds the number of votes cast against it by the members present at the time of the vote (abstentions shall not be counted, i.e., they shall be considered as absentees). The decisions referred to in points 6.2.1 and 6.2.7 of these By-laws shall require the vote of at least 2/3 (two thirds) of the members of LAUNA present at the General Assembly.
6.9. The Board may decide to invite guests to the General Assembly, the number of which shall be determined by its decision.
7. The Board
7.1. The Board shall be the governing body of LAUNA, consisting of at least three members, including the President of LAUNA.
7.2. The members of the Board shall be elected by the General Assembly for a period of 5 (five) years.
7.3. The Board shall elect and dismiss the First Vice-President of LAUNA, subject to nominations by the President, and shall decide on the remuneration for his/her activities.
7.4. The Board shall elect (subject to nominations by the President) and dismiss the Vice-Presidents and the Secretary General.
7.5. The Board shall:
7.5.1. Formulate the general policy of the Board and coordinate its implementation;
7.5.2. Decide on the property, fundraising and use of the assets of LAUNA, and manage the activities of LAUNA in between the General Members’ Assemblies;
7.5.3. Approve the estimates of the expenses of LAUNA;
7.5.4. Make decisions on the expulsion of a member of LAUNA from LAUNA;
7.5.5. Decide on the termination of activities;
7.5.6. Make decisions on the establishment and termination of branches and representative offices of LAUNA, approval of their By-laws, and appointment or dismissal of their governing bodies;
7.5.7. Analyze the report on the activities of LAUNA for the fiscal year (if any);
7.5.8. Make decisions on the convening of the General Assembly of Members, in accordance with the approved resolution of the General Assembly of Members;
7.5.9. Organize and control the implementation of the decisions of the General Assembly of Members;
7.5.10. Appoint and dismiss the financial officer of LAUNA (in the case of the preparation of the financial statements of LAUNA and in other cases determined by the Board) and determine his/her salary;
7.5.11. Consider and approve the list of LAUNA positions and job description;
7.5.12. Approve the procedures for determining the wages and incentives of staff employed by LAUNA (in the case of permanent staff employed for LAUNA activities);
7.5.13. Decide on insignia, names, ranks, titles and awards;
7.5.14. Elect and approve Honorary Members;
7.5.15. Decide on other matters as provided for in these By-laws and in the resolutions of the General Assembly of LAUNA Members;
7.6. Board meetings shall be convened at least once a year. The President of LAUNA or at least 2 (two) members of the Board shall have the right to call a meeting of the Board. The meetings of the Board shall be organized and chaired by the President of LAUNA. The members of the Board shall be notified of the Board meeting in writing (by mail or fax), indicating the date, place, time, agenda and proposed draft decisions, at least 15 (fifteen) days before the meeting. If all members of the Board agree in writing (by letter or fax) or by e-mail, the time limit set out in this section may be waived.
7.7. The meetings of the Board shall be considered to be lawful if at least ½ (one half) of the members of the LAUNA Board are present. Each member of the Board shall have one vote. Decisions of the Board shall be taken by a simple majority of votes. In case of a tie, the President of LAUNA shall have the casting vote. A member of the Board has the right to inform the Board in writing (by registered mail) before the date of the Board meeting of his/her will for or against each decision separately. These notifications shall count towards the quorum of the meeting and the voting results.
8. President, First Vice-President, Vice-Presidents, Secretary General, Honorary Members
8.1. The President of LAUNA shall be elected by the General Assembly of LAUNA for a period of 5 (five) years.
8.2. The President of LAUNA shall:
8.2.1. Be the chief executive officer;
8.2.2. Propose candidates for the positions of First Vice President, Vice Presidents, Secretary General at the Board meeting.
8.2.3. Organize the day-to-day activities of LAUNA, recruit and dismiss employees (if permanent employees are required for LAUNA activities), conclude and terminate employment contracts, coordinate their work, promote them and impose penalties;
8.2.4. Execute the resolutions of the General Assembly of Members and the Board, and deal with other financial and organizational matters entrusted to the President;
8.2.5. On behalf of the LAUNA conclude transactions and represent the interests of the LAUNA in state institutions of the Republic of Lithuania, in court, in arbitration, in relations with other legal and natural persons, as well as represent the LAUNA in international organizations;
8.2.6. Open bank accounts, sign financial documents together with the financial officer (if employed);
8.2.7. Within 3 (three) months after the end of the fiscal year of LAUNA, submit to the Ordinary General Assembly of Members and to the Board a report on the activities of LAUNA for the fiscal year (if it is made);
8.2.8. Make proposals for the improvement of LAUNA activities;
8.2.9. Be responsible for the proper notification of the members of LAUNA of the convened General Assembly of Members, submission of data and documents to the Register of Legal Entities, notification of the members of LAUNA of the essential events of significance for the activities of LAUNA, and the accounting of the members of LAUNA;
8.2.10. Make his own decisions on awards, which shall be provided by the LAUNA Board.
8.3. First Vice President:
8.3.1. In the absence of the President of LAUNA, shall replace him/her and exercise all the rights and duties of the President.
8.4.1. Carry out the legal duties of the President and First Vice President.
8.5. Secretary General:
8.5.1. Is responsible for the managing of the membership list;
8.5.2. Prepares the agendas for the meetings of the Board;
8.5.3. Executes the instructions of the Board and the President.
8.6. An Honorary Member shall be exempt from all fees and dues. He/she may participate in the assemblies of LAUNA and the meetings of the Board with an advisory vote.
9. Funds and sources of income of LAUNA
9.1. The sources of income of LAUNA may be:
9.1.1. Members’ enrollment fees, annual membership fees and targeted contributions;
9.1.2. Funds and assets donated gratuitously by natural and legal persons;
9.1.3. Funds received as charity or donations;
9.1.4. Income from services rendered;
9.1.5. Interest from credit institutions on the funds deposited by LAUNA;
9.1.6. Borrowed capital funds;
9.1.7. Other legally acquired funds and income.
10. Control over the use of LAUNA funds and income and its activities
10.1. The use of the funds and income of LAUNA and its activities shall be subject to periodic audits, at least once a year, by an Audit Commission elected by the General Meeting of Members. The number of members of the Audit Commission, the period of its activity and the procedure for its work shall be determined by the General Assembly of Members.
10.2. The Audit Commission shall:
10.3. Verify the report on the activities of LAUNA for the fiscal year (if any) and other financial accounting documents;
10.4. Submit to the next General Assembly of Members a report on the audited year of financial activities of LAUNA.
10.5. The control of the activities of LAUNA shall also be exercised by the President of LAUNA submitting to the General Assembly and the Board a report on the activities of LAUNA for the fiscal year. This report shall be public. At the request of any natural or legal person, LAUNA shall make this report available for inspection at the headquarters of LAUNA or by any other means.
11. Procedure for amending the By-laws of LAUNA
11.1. The By-laws of LAUNA may be supplemented or amended only by the General Meeting of Members.
11.2. Decisions on amendments to the By-laws of LAUNA shall be taken by a 2/3 majority of the LAUNA members present at the General Assembly.
12. Dissolution of LAUNA
12.1. LAUNA is restructured, reorganized or liquidated only at the General Assembly of Members of LAUNA.
12.2. LAUNA may be dissolved:
12.2.1. By decision of the General Assembly of Members;
12.2.2. If less than three LAUNA members remain;
12.2.3. By court decision;
12.2.4. On other grounds established by law.
12.2.5. The General Meeting of Members, having decided to liquidate LAUNA, shall appoint a liquidator, determine his/her powers, the terms of the liquidation, the inventory and the procedure for taking over the assets.
12.2.6. The remaining assets and funds of LAUNA shall be transferred to the Lithuanian Foundation.
13. Procedures for the submission of documents and other information to the members regarding the activities of LAUNA
13.1.1. The procedure for the submission of documents on the activities of LAUNA to the members shall be approved by the Board in a separate document. Notices and announcements shall be sent to the members of LAUNA by e-mail within 30 days.
13.1.2. The President of LAUNA shall be responsible for providing of LAUNA documents and other information to LAUNA members and other persons.
14. Procedure for publication of LAUNA notices and announcements, procedure for making information on LAUNA activities available to the public
14.1. Public information to be made available to the members of LAUNA shall be published by the President of LAUNA on the website of LAUNA or communicated to each member of LAUNA.
14.2. Any natural or legal person who submits a written request to the President of LAUNA shall have the right to have access at the LAUNA headquarters to the information about the activities of LAUNA that is public according to the law, as well as to the information that is decided by the LAUNA General Assembly to be made available to the public.
14.3. The President of LAUNA shall be responsible for providing information on the activities of LAUNA to any natural or legal person who requests it.
15. Procedures for the establishment and termination of branches and representative offices of LAUNA
15.1. LAUNA, while developing its activities, may establish branches and representative offices in the Republic of Lithuania and other foreign countries.
15.2. The decisions concerning the establishment and termination of branches and representative offices of LAUNA, the approval of their regulations, the appointment or dismissal of their governing bodies shall be governed by these By-laws and the laws of those countries.
16. Final provisions
16.1. These By-laws are signed in triplicate and shall have equal legal force.
16.2. Matters not covered by these By-laws shall be governed by the laws of the United States and Canada.