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A Non-Profit Organization Of State Joint Stock Company "national Robežbūv" Statutes

Original Language Title: Bezpeļņas organizācijas valsts akciju sabiedrības "Valsts robežbūve" statūti

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The Republic of Latvia Cabinet of Ministers on 1 July 1997 the rules no. 230 in Riga (No. 38. ¤) a non-profit organization of State joint stock company "robežbūv" state statute Issued in accordance with the Cabinet of Ministers Act article 14 machine (3) i. General questions 1. Non-profit organisation State joint stock company "national robežbūv" (hereinafter-the company) is a State in which everything incorporated companies share capital belongs to the State.
2. the company founder is the State.
3. the company shall operate in a law "on the non-profit organization" and "On limited liability companies", other laws, regulations, and the terms of reference.
4. the company is established under the Cabinet of Ministers of 9 May 1997 order No. 225 "for nonprofit organizations public joint stock company" robežbūv "of the country".
5. the society is a non-profit organization, and its duration is not limited.
6. public shareholders in society is a Ministry of the Interior.
7. the company is not privatizējam.
8. the company is a legal entity with its own balance sheet.
9. the company is the property of the individual, it can get the property in its own name and personal property rights and not to assume the duties. It may be a plaintiff and defendant in court or in arbitration, and close the transaction in accordance with the objectives and tasks.
10. the company is responsible for its obligations with all property belonging thereto, to which under the law can draw power. The State as shareholder is responsible for the company's obligations to their investment in the company's share capital, but the company is not responsible for the obligations of the country.
11. Economic and mutual relations between the public and other legal and natural persons, on a contractual basis.
12. the company shall have a seal and the name of the form to the public, as well as the emblem and other properties.
13. The information which the company acquired through the tender winner proposed projects, it is not entitled to transfer to third parties without the Government written consent of the artist.
14. the full name of society-a non-profit organization "national joint stock company" national robežbūv ", short name-joint stock company" robežbūv "of the country.
15. the company's registered address: Rudolf Street 5, Riga, LV 1012 Latvia 16. Company activity starts with the date of registration in the register of companies. Public termination only in accordance with the laws, other regulations and statutes.
II. Aim and main tasks of public activities 17. purpose and main task is to ensure the country's construction.
18. to ensure that objective and central task, the company performs the following core business: 18.1. organizes the technical security, border control and information system (hereinafter the system), as well as provides service to transfer to the client;
18.2. organizes the border infrastructure, the State border protection needed for roads, power lines, communication channels and communication, as well as ensure operation up to the transfer of the customer;
18.3. organizes national border security and control of information network and its integration into national data transmission networks, as well as ensure its operation until the transfer of the customer;
18.4. organizes the customs border crossing point, pass point, border inspection posts and other objects, as well as ensure operation up to the transfer of the customer;
18.5. the basis for the demarcation of the State border demarcation laid down by the Commission in the documents operational direction this Commission organized the State border in nature and installing installation according to the requirements of international agreements, as well as the transfer of the client work;
18.6. organizes the system requires the establishment of communications, ensuring the security of information, as well as ensure operation up to the transfer of the customer;
11.6. organise training of system users and provides tutorials working with technical equipment;
12.8. According to the State order organized competitions or auction system needs the necessary hardware and software supplies;
11.7. organizes the system of creating, operating and development projects and expertise;
18.10. configures the system and install the system management software;
18.11. information prepared reference material about the State of the system;
18.12. civil transactions carried out in the country of installation and maintenance of the area within the Ministry of the Interior;
18.13. use and marketed the easement rights to the State border control, necessary information for installation and security, as well as taking over the possession or use of the public national real estate required for technical operations (after coordination with the Ministry of the Interior, as well as the relevant national or local government bodies);
18.14. sublease agreement with the apakšnomniek switch on the possession or use of the public in real estate (in coordination with the Ministry of the Interior);
18.15. manage the company's possession or use of the transferred property;
18.16. organizes the possession or use of the public property in the repair and restoration.
19. the company shall carry out the following: 19.1. ancillary activities within their competence, provide information and consultative services to the national authorities;
19.2. organizes seminars, courses and other measures;
19.3. managing the company's property, possession, or use of existing real estate and movable property.
20. the company has the right under the law: 20.1. independently to develop and approve the company's economic and social development plans;
20.2. to conclude business agreements, to ensure and monitor compliance, as well as to carry out other financial transactions;
20.3. purchase of movable and immovable property;
20.4. be on the claimant and defendant in court and arbitration;
20.5. to receive the loans.
II. Share capital, shares, finance, property and reserve 21. The company's share capital is 5000 (five thousand) dollars. Share nominal of one dollar. The number of ordinary shares-5000 (five thousand). The company's registered share capital is 25000 (twenty-five thousand lats), to be established for a period of five years from the date of registration of the Company in the register of companies.
22. Public finances and assets: 22.1. national budget appropriations under the annual State budget act in the appropriation;
22.2. revenue from operating activities;
22.3. donations, as well as foreign technical and financial assistance;
22.4. real estate or other assets, which it passed the country or the Ministry of Internal Affairs;
22.5. technical products developed or acquired company's operating result.
23. The company's share capital shall be increased or reduced by an order of the Cabinet of Ministers, respectively, by amending these statutes. Up or down of fixed capital rules approved by the Governors. These amendments to the Statute of the Board must be recorded in the register of companies.
24. If the company increases the share capital, with the participation of additional capital, it with a cabinet order may invest only in the country.
25. If the company's share capital is increased, the share of the public funds for its core, transforming the company's share capital must be placed in the public property part, which after a year of the balance sheet or exceptional approval of the balance sheet exceeds the amount of the share capital.
26. Society requires account of statutory goals and tasks for the implementation can only be opened in the country.
27. the excess of income over Public expenditure including the funds that go to the next financial year. With the decision of the general meeting of shareholders funds shall only be used for the purpose laid down in these statutes and the main task.
28. other capital and reserve creation in society.
29. the company is not entitled to make donations, loans and guarantees.
IV. Public Administration 30. governing bodies of the company is the general meeting of shareholders and the Board.
31. the functions of the general meeting of shareholders shall be carried out by the Governors-Interior Minister, Foreign Minister and Finance Minister, Transport Minister, or their authorised persons – which, in accordance with the law "On State and local capital management companies ' public shareholders enter into contracts of mandate. Each State has a 25% of the voting rights of the Governors of the total number of votes.
32. The public trustee shall take the following functions: control of the activities of the Board 32.1. by its action, the company's compliance Statute and the decisions of the general meeting of shareholders;
32.2. checking the Board submitted a revenue-expenditure and its performance;
32.3. the company's annual report and the proposals of the Board for the current annual activity plan and the use of the reserve fund;
32.4. the representative of the company in court in all its requirements brought against members of the Management Board, as well as the requirements of Board brought against the society;
32.5. check public records and documents. A separate question asking for clearance of external specialists.
V. the general meeting of shareholders and the eligibility of the current 33. Be convened extraordinary general meeting and.
34. the Executive Board shall be convened by the general meeting location.

35. the general meeting shall be convened by the Board again every year not later than four months after the financial year end. This meeting examined and approved the company's annual report, the current year's budget and the action plan released by the Board, as well as elect members of the Board and the members of the Audit Commission.
36. If the Management Board has no current Assembly that rule 35, the time limit set in the current general meeting may be convened: 36.1. at least two Governors upon signing of the proposal;
36.2. the Audit Commission;
36.3. The business register of notaries public;
36.4. the liquidators.
37. Business Register notaries public shall convene a general meeting by a proxy and found request, if it has not done the Board or the Audit Commission.
38. extraordinary general meetings shall be convened by the Management Board on his own initiative or at the request of the Commission or of the Court at least one Governor.
39. The extraordinary general meeting is convened by the movers request must contain the reasons for convening the meeting and the agenda. The request for the convening of the meeting should be submitted to the Executive Board and be informed of the Audit Commission.
40. The Executive Board shall convene a general meeting of shareholders a month from the date of the application.
41. the general meeting of shareholders is entitled to adopt a decision if it represented at least three quarters of the total number of votes. It is entitled to decide on the principal rules up or down, as well as the approval of articles of Association filing cabinet, if the general meeting all State Governors. If the current time announced or extraordinary general meeting have the right to take the decision, the General Meeting further eligibility is determined by the law "on joint stock companies" article 56 of the third, fourth and fifth subparagraphs.
42. If, after the conclusion of the company's balance sheet, it turns out that lost one-third of the share capital or if the Board finds that the company has become insolvent and with existing property cannot meet its debt obligations, the Management Board not later than one month must convene the general meeting which decides on the company's future operations or its liquidation.
43. With the convening of the General costs to be borne by the public.
44. If the general meeting shall be convened by the Management Board, the members of the Management Board in accordance with the law "on joint stock companies" referred to in article 96 of the regulations is liable for the damage caused to the public.
45. only Governors, performing the functions of the general meeting of shareholders shall have the right: to examine the Board report 45.1. and approve the company's annual report;
45.2. the release from liability of the members of the Board or to propose to call them to account for past years of operation;
45.3. acting on a proposal from the Executive Board to approve the company's annual budget, operational plan and expenditure;
28.2. removed from Office and elect the Management Board and the Audit Commission members, candidates and members of the Management Board of liquidators, to decide on the claim or complaint brought against them or about the claim or complaint;
28.3. in the framework of the law, approve and amend the Executive Board, the President, the Audit Commission and the instructions provided for liquidators;
45.6. create permanent assets Evaluation Commission, as well as to confirm the current assessment;
28.4. to decide issues on amendment of the articles of the company;
28.5. decide issues of share capital increases or decreases;
28.5. proposals for the initiation of liquidation of the company, its termination or continuation;
45.10. determine the Management Board and the remuneration of the members of the Audit Commission;
45.11. create permanent or temporary Commission for clarification of certain issues or to control;
45.12. in accordance with the results of the competition to conclude a contract of employment with the company's President;
45.13. approve the public tender for selection of the deployment.
Vi. Board 46. Firm run by an administrative board. The Board shall perform their functions under the supervision of a trustee.
47. The Board and its agenda will be Chairman of the Board.
48. the Chairman of the Board is also the President of the company. Chairman of the Board is appointed and released from Office by the general meeting of shareholders.
49. the President of the Society can only be a citizen of Latvia.
50. the Vice-President of the Society of the elect their Board members. Vice President of the society can only be a citizen of Latvia.
51. The composition of the Management Board and the number of its members by recommendation of the President of the company's general meeting of shareholders approved.
52. The Board may at any time submit a request for dismissal.
53. the Board is full, if they attend not less than half of the Board members. The Governing Board shall adopt decisions by simple majority.
54. the Executive Board controls all public affairs, subject to the laws on limited liability companies, these statutes and the decisions of the Governors.
55. The Governing Board shall have the following rights and obligations: 55.1. to organize and ensure the public's production, financial and economic activities;
55.2. to promulgate the activities necessary to ensure competition and make the selection of the tenderer;
55.3. to organize public accounting and recordkeeping, as well as the drawing up of the annual accounts;
55.4. to organize the decision by shareholders and real property purchase and sale;
55.5. to conclude the loan agreement, subject to the approval of the general meeting of shareholders;
57.5. determine the structure, approve the staff list and submit it for approval to the general meeting of shareholders;
55.7. develop and submit for approval to the general meeting of shareholders of public employees ' wage-setting arrangements;
the general meeting of shareholders approved 55.8. financial statements of the company to submit to the Ministry of the Interior and the Ministry of Finance.
56. Bank documents signature of the authorised person of the Board.
57. If the Board does not agree with the decision of the Executive Board and requests that she views a fixed Protocol, he is not responsible for the decisions of the Board.
58. If one of the members of the Executive Board defaulted on their duties, does not comply with the statutes of the Society or as a result of his action is worsened company performance indicators, as well as members of the Board if found non-compliance with the capacity for the job, the general meeting of shareholders has the right to propose to the Cabinet to cancel the Management Board from Office. At the same time the Trustees to decide the question of the liability of the members of the Board for the last financial year, taking into account that, if the members of the Management Board operates illegally, in violation of these terms of reference or mandate conditions or acts negligently or intentionally malicious, they are with all your personal property offences concerned are responsible for the amount of damage caused to the State, the public and vendors.
VII. Company President and Manager of the rights, duties and election of the President of the public 59. enforce the company's operational management: 59.1. Public goods are handled, also with the funding;
59.2. without the express authorisation of acting on behalf of the firm, represents it in all institutions, enterprises and organizations in the Republic of Latvia, the foreign countries;
59.3. signed transactions and other legal provisions issued by authority, open the settlement account of the public Treasury;
59.4. is responsible for the company's internal development agenda and ensure compliance with these provisions;
59.5. recruiting and exempted from the work of public employees;
59.6. take decisions and issue orders to the company's internal operational issues;
37.1. the general meeting of shareholders provides and the execution of the decisions of the Board;
59.8. take any other measures necessary for the achievement of the objective of the activities, with the exception of matters in accordance with the Statute, the competence of the Management Board.
60. the President of the public have the right to unilaterally decide issues under these statutes are the Board of directors or the general meeting of shareholders that jurisdiction.
61. the President of the company to ensure compliance with the legislation requirements as regards the safety rules, eksplozijdrošīb, fire, labour protection, health protection, environmental protection, construction and human security emergencies and natural disasters.
62. the Vice-President of the Society in the performance of the duties of the President when the President's absence lasts more than five days. The President of the society can put part of his powers to the Vice President. The transfer of the mandate approved by the Executive Board.
63. the general meeting of shareholders may be granted the right to elect the Board of your own or another person in the middle of one or more managers. The Board shall determine the rights and duties of the Manager, pay and responsibilities, relationships with public administration bodies, as well as other provisions which it considered necessary to include in the contract with the Manager. On behalf of the Board of the employment contract with the Manager switch Board. The Board is also responsible for the Manager's actions.
VIII. Audit Commission 64. Public Finance and economic activities shall be carried out by the Audit Commission. The Audit Commission of three persons shall be appointed for three years by the general meeting of shareholders. Each year the newly appointed one-third of the members of the Audit Commission.
65. the Audit Commission's annual planned audit and report on them to the Ministry of the Interior, the Ministry of Finance and the general meeting of shareholders. The Audit Commission shall establish regulations for the Audit Commission, which, after consulting the Management Board, approval of the general meeting of shareholders.

66. following the decision of the Board of the Audit Commission can make corrective audits.
67. The Governing Board shall have the obligation to put all of the Audit Commission to audit the necessary materials and documents, as well as providing all the conditions for its operation.
68. the members of the Commission have the right to participate in the general meeting of shareholders and the Board with advisory vote.
69. the members of the Commission shall carry out its activities according to laws and regulations. The members of the Audit Commission is responsible to the public and third parties for losses incurred by the members of the Audit Commission errors.
70. the members of the Commission responsible for the Board and its subsidiary organs, except for the cases when they knew about these violations, but not informed shareholders.
IX. Company's annual report 71. public accounting work and statistical records organized, as well as the annual report shall be drawn up and submitted in accordance with the law "on accounting" and "On the annual accounts of companies ' requirements.
72. the increase in the value of public goods may be taken into account in the balance sheet only after it is determined by the general meeting of shareholders and its assessment is approved by the Ministry of the Interior.
73. each public finance (work) the year begins on January 1 and ends on December 31.
74. not later than one month after the general meeting of shareholders has approved the annual report, and not later than four months after the end of the accounting year, the company sent to the relevant Department of the State revenue service, the State Statistics Committee and the Registrar of companies a copy of the approved annual report and audit opinion that contains the report is approved.
The winding up of the company x. 75. eliminates the public in the following cases: 75.1. the laws and other legislation in the cases;
75.2. According to the Court ruling;
75.3. in accordance with the order of the Cabinet of Ministers.
76. The institution which adopted the decision on the liquidation of the company, the liquidation shall be appointed by the Commission.
77. the liquidation Commission shall take up the duties of the Board and a representative of the company with regard to third parties at the time of liquidation of the company.
78. the liquidation Commission evaluates the company's property, the company settled with customers and vendors, make arrangements for payment of public debts to third parties, as well as national institutions.
79. If the company is dissolved, the Reserve Fund and the assets acquired on the accumulated funds, over the public domain.
80. The liquidation Commission of the public law "on business disposed of", "on the non-profit organization" and "On limited liability companies".
81. the company ended its activities in the day when it is turned off from the company registry.
XI. concluding issues 82. Ministry of the Interior provides the registration of the statutes of the public Company register.
Prime Minister a. slice Interior Minister d. the Turl