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Article of Association

Approved
by General Assembly of Founders
Record No. 001
Dated June 02, 2014

ARTICLE 1. GENERAL POSITIONS, BASIC TASKS AND OBJECTIVES.

ARTICLE 2. OBJECTIVES, GOALS AND PRINCIPAL DIRECTIONS OF ITAP ACTIVITY.

ARTICLE 3. ITAP RIGHTS.

ARTICLE 4. ITAP MEMBERSHIP.

ARTICLE 5. RIGHTS AND DUTIES OF ITAP MEMBERS.

ARTICLE 6. GOVERNING BODIES OF ITAP.

ARTICLE 7. THE GENERAL ASSEMBLY OF ITAP FOUNDERS.

ARTICLE 8. THE BOARD OF ITAP.

ARTICLE 9. THE CHAIRMAN OF ITAP.

ARTICLE 10. SOURSES OF FUNDS AND PROPERTY OF THE UNION.

ARTICLE 11. MAKING AMENDMENTS AND ADDITIONAL ARTICLE OF ITAP.

ARTICLE 12. REARRANGEMENT, LIQUIDATION OF ITAP.


ARTICLE 1.

GENERAL POSITIONS, BASIC TASKS AND OBJECTIVES.


1.1. INTERNATIONAL TOURISM ASSOCIATON of PROFESSIONALS (hereafter ITAP) is a non-governmental venture organization, established to achieve goals set in the Article of Association, and operating according to generally recognized norms of international law and international treaties of Poland and this Article of Association.

1.2. Full name of ITAP: in English – International Tourism Association of Professionals.

1.3. Short name: in English – ITAP.

1.4. ITAP operates on the territory of the whole world.

1.5. ITAP is a voluntary union of businesses and individuals operating in the field of tourism, hotel industry or offering accompanying services.

1.6. ITAP is a legal body from the moment of its State registration, has a round seal with name, can acquire property rights in its own name, have duties, standalone balance sheet, independent assets, can set up contracts, agreements and act as plaintiff and/or defendant in the court. ITAP brand marks must be confirmed and registered in accordance with current legislation.

1.7. ITAP members are not liable for ITAP debts and ITAP is not liable for ITAP founders debts. Government and its bodies are not liable for an ITAP debts, as well as ITAP is not liable for debts of the government and its bodies. ITAP is liable to the full extent of its property, which can be attached under the law of Poland.

1.8. Duration of ITAP is unlimited.

1.9. ITAP executive board location: Poland C.A.#1 Mapp Street, Poland City.

ARTICLE 2.

OBJECTIVES, GOALS AND PRINCIPAL DIRECTIONS OF ITAP ACTIVITY.


2.1. The main objective of ITAP is to develop its members in the world of professional services in the field of tourism, hotel industry and offering accompanying services by means of unionizing economic, intellectual and financial resources of its members.

2.2. The primary goals of ITAP foundation and activity are:
• assistance in the development of the market services in the field of tourism and a hotel economy in the World;
• unionization of the organizations rendering services in fields of tourism and hotel economy, and also offering accompanying services;
• coordination of efforts of members of ITAP on expansion of their business activity on the world markets and prevention of unfair competition between them;
• rendering assistance to the tourist enterprises in finding advisors in spheres of their activities and in solving necessary problems;
• giving assistance and cooperation expansion between members of ITAP;
• organization and participation of ITAP and its members in arrangements, connected with tourism activity, preparation of projects for definition and realization of purposeful development of tourism in the world;
• development of business cooperation with foreign enterprises, rendering similar services;
• organization of various training courses on preparation of experts in the field of tourism and a hotel economy;
• assistance to formation, acquisition and improvement of professional skills of workers of the enterprises and organizations, who are members of ITAP;
• prosecution of an independent expert appraisal of quality of rendering services in the field of tourism, hotel economy, and accompanying services;
• assistance in working out and introduction of statutory acts and methodical materials in the field of tourism and a hotel economy;
• studying, adaptation and introduction of the international experience in area of tourism and hotel economy in local practice;
• creation and registration of own website itap-world.com for all-sided exposure of its activity;
• informational-analytical activity, edition of collections, books and other scientifically-information materials in an order defined by legislation;
• organization and prosecution of the international and republican conferences, congresses, seminars, exhibitions, presentations and business-trainings, assistance to the foreign and local tourist organizations in prosecuting of similar actions;
• rendering of information services to Members of ITAP;
• give support for realization of large-scale projects by any means of rendering technical and other help to ITAP Members.


2.3. ITAP has the right to be engaged in enterprise activity, incomes from which are directed exclusively on achievement of main objectives and goals of ITAP.

2.4. For industrial and economic activities, ITAP has the right to establish and to be a founder of commercial and other enterprises with the right of the legal person.

ARTICLE 3.

ITAP RIGHTS.


3.1. In order to reach the goals, ITAP has following rights:

3.1.1. to open any accounts, including foreign currency accounts, with a bank in accordance with the established procedure; transfer and accept any forms of payment under the existing laws of Poland;

3.1.2. to deduct properties, debts, deficiencies and other losses from its balance on an independent basis under the existing laws;

3.1.3. to take possession, to rent and rent out real and personal property, rights to possessions, intellectual property on the territory of the world;

3.1.4. to join other, unions, syndicates, associations;

3.1.5. to convert its funds by proxy banks under the existing laws of Poland;

3.1.6. to plan its businesses on an independent basis;

3.1.7. to found new media and to conduct publishing activity in accordance with the established procedure;

3.1.8. to be a founder or participate in authorized funds of other legal bodies, to start enterprises in order to reach set goals.

ARTICLE 4.

ITAP MEMBERSHIP.


4.1. ITAP consists of actual and allied Members.

4.2. The actual Members of ITAP may be juridical entities which:
• are residents of any country of the world, providing services in the field of tourism, hotel business and related services;

4.3. Allied Members of ITAP can be juridical bodies who:
• are residents of any country of the world, providing services in the field of tourism, hotel business and related services, who actively participate in the activities of ITAP and contribute to achieve its objectives and reach its goals;

4.4. Admission to the ITAP is performed by the decision of General Assembly of ITAP Founders based on the application of the candidate.

4.5. Withdrawal from the ITAP is based on:
• voluntary withdrawal of the Member from the staff;
• in case of liquidation of the ITAP Member;
• by the decision of the General Assembly of ITAP Founders, when it is determined that a Member of the ITAP does not accomplish his obligations under the present Article of Association or acts against the interests of ITAP, or with his actions threatens the interests of ITAP;



4.6. ITAP membership may be canceled automatically if the Member does not pay his ITAP membership fee for more than two months.

ARTICLE 5.

RIGHTS AND DUTIES OF ITAP MEMBERS.


5.1. The actual Members of ITAP have following rights:
• to take part in the General Assembly of ITAP Founders and vote on any issues regarding ITAP activity;
• to nominate its candidates for elections to Executive Bodies of ITAP.
• to take part in ITAP executive bodies work by directing to bodies its qualified representatives;
• to get regulatory, informational and other ITAP material;
• to be referred to as Member of ITAP;
• to receive and use professional experience and consulting help of ITAP specialists, partners, consultants etc.
• to monitor its projects in association with ITAP;
• to use ITAP advertising support;
• to take part in ITAP-run, ITAP-supported or ITAP-involved presentations, exhibitions and educational events;
• to use as agreed facilities and resources of ITAP Members in its operations as part of common project delivery;
• to use ITAP logo in order to reinforce the image of its own activity and reputation.

5.2. The actual Members of ITAP have following liabilities:
• to take active part in ITAP evens and projects, support its initiatives, aimed at development of professional services in the field of tourism and hotel industry;
• to provide ITAP with full information about its achievements, facilities etc. which can be contributed towards profile rising of ITAP and its members;
• to make contribution to establishing contacts and relations with governmental, non-governmental, public and other organizations with a view to develop peak operating efficiency of ITAP and its members;
• to recognize this Article of Association and ITAP Conditions, implement decisions of ITAP General Assembly and The Board of ITAP;
• to appoint authorized representatives in order to take part in activity of General Assembly of ITAP Founders and its Executive bodies;
• to exert every effort so ITAP can reach its goals;
• to contribute affiliation, membership and other fees determined by The General Assembly of ITAP Founders and The Board of ITAP on the account of ITAP and its special funds in set terms;
• to follow carefully its duties, stated in corresponded bilateral documents about collaboration;

5.3. Allied members of ITAP have following rights:
• to provide suggestions and programs concerning matters falling within ITAP competence;
• to get regulatory, instructive, methodical, informational and other ITAP material;
• to use search systems and bases of ITAP
• to place tourism product at ITAP Platforms;
• to make reservations on tourist products;

5.4. Allied members of ITAP have following liabilities:
• to recognize this Article of Association, implement decisions of The General Assembly of ITAP Founders and The Board of ITAP;
• to contribute membership and other fees determined The ITAP General Assembly and The Board of ITAP on the account of ITAP and its special funds in set terms;

ARTICLE 6.

GOVERNING BODIES OF ITAP.


Governing bodies of ITAP are:
• The General Assembly of ITAP Founders;
• The Board of ITAP;
• The Chairman of ITAP.


ARTICLE 7.

THE GENERAL ASSEMBLY OF ITAP FOUNDERS.


7.1. The Supreme managing body of ITAP is The General Assembly of ITAP Founders.

7.2. Every active member of ITAP delegates one representative to participate to The General Assembly of ITAP Founders.

7.3. The representative must have properly completed and duly executed Power of Attorney.

7.4. The General Assembly of ITAP Founders is called as frequently as circumstances dictate but at least annually.

7.5. ITAP members are informed of the date and the agenda of The General Assembly of ITAP Founders at least 15 days prior.

7.6. Extraordinary General Assembly of ITAP Founders is called for consideration of urgent issues, arising in the course of ITAP which are beyond the competence of The Board of ITAP. Extraordinary General Assembly of ITAP Founders is called upon The Board of ITAP own initiative upon the demand of more than one-third of actual members. In this regard the date of Extraordinary General Assembly of ITAP Founders is announced to ITAP actual members at least 15 days prior.

7.7. For consideration of the issues demanding urgent actions, a Special General Assembly of ITAP Founders can be called. The agenda of Special General Assembly of ITAP Founders is announced in 7 days to the meeting itself and is undisputed.

7.8. The Special General Assembly of ITAP Founders can be called upon the demand of 2/3 of ITAP actual members with set agenda.

7.9. To call a General Assembly of ITAP Founders (including Extraordinary or Special) the Chairman is elected from the among ITAP actual members by open voting.

7.10. Following issues assign to exclusive competence of The General Assembly of ITAP Founders:
• confirmation, amending and annexation of The Article of Association;
• election and expulsion of ITAP Chairman;
• election or expulsion of The Board of ITAP and the ITAP Chairman;
• approval of plans and missions of The Board of ITAP;
• confirmation of The Board of ITAP and the ITAP Chairman reports;
• admission of new members to ITAP Founders;
• expulsion from ITAP Founders;
• confirmation of Regulations on ITAP Founders Membership and other regulations;
• solving issues related to education, ITAP Founders special fund limit change, changes of discounts and allowance amount for separate members of ITAP Founders;
• ITAP liquidation.

7.11. General Assembly of ITAP Founders is considered to be authorized if there is present no less than 2/3 of general amount of actual ITAP members.

7.12. The decision of General Assembly of ITAP Founders is rendered by means of majority vote of members of The General Assembly of ITAP Founders, but for matters stated in the article 12 of the Article of association. In this regard every member of The General Assembly of ITAP Founders has one vote.

7.13. The decision of The General Assembly of ITAP Founders can be rendered without holding a meeting (holding of physical meeting of The General Assembly of ITAP Founders to discuss agenda and render issues on which a vote was taken) by means of absent vote (by poll). Such voting can be held by means of document exchange through male, telegraph, teletype, telephone, electronic or other communication, preserving authenticity of sent and received data and its documentary confirmation.

7.14. The procedure of absent vote (by poll) include obligation to inform all members of The General Assembly of ITAP Founders about the agenda and possibility to be made aware of all the necessary information and files before the vote, the possibility to contribute suggestions of adding extra issues to the agenda, the obligation to inform all members of The General Assembly of ITAP Founders about agenda change before the vote and also about the terms of the vote.

ARTICLE 8.

THE BOARD OF ITAP.


8.1. During the period between The General Assembly of ITAP Founders meetings general management of ITAP is performed by the Board of ITAP. The Board of ITAP is formed of thee people elected by The General Assembly of ITAP Founders from the candidates rendered by ITAP actual members. The Board of ITAP is elected for the term of one year.

8.2. The Board of ITAP is responsible of:
• confirmation of the ordinary meeting of The General Assembly of ITAP Founders agenda;
• statement of the date, time and place of The General Assembly of ITAP Founders ordinary or extra meeting;
• confirmation of issues about methods of bonus usage, establishing of figures, terms and premium rates of ITAP executive body;
• formulation of proposals about formation and founding of special committees and task groups addressing the ITAP issues, appointment of committee and task group leaders and their representation to The General Assembly of ITAP Founders confirmation;
• confirmation of membership and other fees rates;
• founding of branches, agencies, affiliations, adopting decisions of cooperation with other for-profit and non-profit organizations;
Issues in share of The General Assembly of ITAP Founders can not go before the ITAP Executive body.

8.3. Members of The ITAP Board can be re-elected any number of times;

8.4. The Board of ITAP is placed under the responsibility of The General Assembly of ITAP Founders.

ARTICLE 9.

THE CHAIRMAN OF ITAP.


9.1. ITAP Chairman is a Head of the Board of ITAP, elected by members of The General Assembly of ITAP Founders for the term of one year.

9.2. The Chairman is reporting to The General Assembly of ITAP Founders.

9.3. The Chairman manages supervisory control over The Board of ITAP current activity and is personally liable for performance of its duties.

9.4. Rights and duties of The Chairman are stated by current law and ITAP Article of Association.

9.5. The ITAP Chairman forms administrative structure of ITAP, manages recruiting and dismissal meters from the viewpoint of industrial regulations of Poland.

9.6. Within the competence of The Chairman fall:
• management of The Board if ITAP work;
• to hold The Board of ITAP meetings;
• confirmation of ITAP briefing material;
• managing personnel issues;
• other issues, which current Article of Association state as ones within the competence of the ITAP Chairman;
• implementation of decisions made by The Board of ITAP and The General Assembly of ITAP Founders;
• development and publishing of guidance manuals, advertisements, reference books, necessary for the work of ITAP Members;
• planning of congresses, seminars, platforms, conferences, exhibitions, aimed at improving activities in connection with ITAP main goals;
• managing other issues of current ITAP operations, its corporate business units and branches;
• preliminary examination of issues, which as provided by the current Article of Association, are up to consideration by The Board of ITAP and The General Assembly of ITAP Founders, arrangement of corresponding motions and content;
• document management;
• staffing table authorization.

9.7. The ITAP Chairman has following rights:
• to manage work of The Board of the ITAP and administrative office, issue orders, make decisions on awarding or prosecution of subordinates;
• after agreement of The General Assembly of ITAP Founders administer estate and financial means of ITAP;
• with full authority represent ITAP at government bodies, law enforcement agencies, judicial bodies, self-governing authorities, institutes, organizations and authorities of any form of ownership, and also international organizations, conclusion of contracts on behalf of ITAP.

9.8. The Board of ITAP Meeting is called by ITAP Chairman on his own initiative or at the demand of The Board of ITAP member.

9.9. To hold the meeting of The Board of ITAP the quorum must be at least two members of The Board of ITAP.

9.10. The resolutions at The Board of ITAP meeting are made by means of majority vote. Solving issues at The Board of ITAP Meetings, every member of the Board has one vote. If the number of The Board of ITAP Members votes is even, the vote of the ITAP Chairman casts the deciding vote.

9.11. Vote transfer of one of The Board of ITAP Members to another Member of The Board of ITAP Member is banned.

9.12. At the meeting of The Board of ITAP minutes are taken. Minutes of The Board of ITAP meeting is made at least ten days after the meeting. At the Minutes must be stated:
• the location and the time of the meeting;
• bodies, present on the meeting;
• the agenda of the meeting;
• issues submitted for a vote, results of the vote;
• decisions made;

9.13. The Minutes of The Board of ITAP meeting is signed by the Chairman present at the meeting, who is responsible for accuracy of the Minutes.

ARTICLE 10.

THE CHAIRMAN OF ITAP.


10.1. Further ITAP capital is formed due to the laws of Poland

10.2. ITAP is entitled to reduce or increase the nominal capital.

10.3. ITAP Members nave nor freehold interest in the property, belonging to ITAP nor claim for dividends gained by ITAP and have no right for claims of ownership against ITAP.

10.4. ITAP may own land plots, buildings, constructions, structures, housing facilities, transportation, facilities of cultural and educational use, funds, stocks, funds and other property, necessary for financial security of ITAP statutory activity. ITAP may own offices, publishing houses, media, founded and gained with the ITAP funds.

10.5. Sources of ITAP funds are:
• membership and other fees;
• voluntary contributions, gifts, collections, revenues from local and foreign organizations, firms, enterprises, constitutions and separate individuals, material and cultural assets, real estate.
• charitable contributions for specific programs, elected by a funder or chosen from the list of ITAP programs, confirmed by The Board of ITAP;
• earnings of enterprise, used to solve set issues;
• other incomes, which is not prohibited by law;

10.6. ITAP income can not be distributed among the ITAP Members and are used only to reach ITAP goals. ITAP may use its funds for charity.

10.7. ITAP has, in accordance with current legislation economic independence in carrying out its activities in the country of Poland and beyond, owns and manages independently its property as well as funds gained or received as a result of their activities in accordance with current legislation

10.8. ITAP has the right to carry out other activities contributing to the implementation of its goals and functions, the development of material and technical, social base and to ensure self-sufficiency which is not contrary with current legislation.

ARTICLE 11.

MAKING AMENDMENTS AND ADDITIONAL ARTICLE OF ITAP.


11.1. Making amendments to the ITAP Article of Association is produced by making a decision by The General Assembly of ITAP Founders in the way prescribed in this Article of Association.

11.2. Amendments and additions to the Article of Association are a subject to state registration and shall enter into force on the date of such registration.

ARTICLE 12.

REARRANGEMENT, LIQUIDATION OF ITAP.


12.1. The reorganization of ITAP (transformation, consolidation, division, separation) is carried out by a decision of The General Assembly of ITAP Founders.

12.2. The decision of reorganization is adopted by at least 2/3 of the votes of the members present at The General Assembly of ITAP Founders.

12.3. After its reorganization, ITAP property goes to new legal bodies in the statutory manner under laws of Poland.

12.4. ITAP liquidation is carried out either by a decision of The General Assembly of ITAP Founders, or in the court.

12.5. The decision of The General Assembly of ITAP Founders about liquidation takes at least 3/4 of the votes of the members present at a meeting The General Assembly of ITAP Founders.
By this decision, in consultation with the body carrying out state registration of legal bodies, appoint a liquidation committee and installed in accordance with current law and the terms of liquidation procedure.

12.6. Assets remaining after liquidation ITAP, after satisfaction of creditors' claims are directed to the purposes for which the ITAP was created, or the objectives defined by The General Assembly of ITAP Founders on the Liquidation of ITAP. Priority of creditors in the liquidation of ITAP are set by the current legislation .

12.7. Assets remaining after the liquidation of ITAP, may be distributed among the Founders of ITAP.

12.8. Liquidation of ITAP is completed from the moment of state registration authority corresponding entry in the Companies House.

12.9. The powers of the liquidation committee shall terminate with the completion of the ITAP liquidation