APPROVED:
Government of the Republic of Lithuania
Resolution No 915 of 30 October 2024
THE STATUTES
OF THE STATE SCIENTIFIC RESEARCH INSTITUTE
NATURE RESEARCH CENTRE
CHAPTER I
GENERAL PROVISIONS
- The State Scientific Research Institute Nature Research Centre (hereinafter referred to as the “Centre”) is a state scientific research institute with the legal form of a public institution. The Centre is a non-profit-making public legal entity with limited civil liability, conducting long-term scientific research, experimental development and innovative activities (hereinafter referred to as the “R&D&I”) of importance to the state, society or economic entities in the areas defined in these Statutes and ensuring the state’s international level of scientific excellence in the field of natural sciences.
- The official name of the Centre in the Lithuanian language is Valstybinis mokslinių tyrimų institutas Gamtos tyrimų centras, the name in the English language is the State Scientific Research Institute Nature Research Centre, abbreviated as GTC in the Lithuanian language and as NRC in the English language.
- The founder of the Centre is the Government of the Republic of Lithuania. The owner of the Centre is the Republic of Lithuania. The rights and obligations of the state as a shareholder (owner) of the Centre shall be exercised by the Ministry of Education, Science and Sport of the Republic of Lithuania, except for in cases where in accordance with laws or other legal regulations the rights and obligations of the state as a shareholder (owner) shall be exercised by the Government. The competence of the Ministry of Education, Science and Sport as an institution exercising the rights and duties of the shareholder (owner) of the Centre is defined in the Law on Higher Education and Research of the Republic of Lithuania, the Law on Public Institutions of the Republic of Lithuania and other legal acts regulating the activities of research institutes.
- The Centre shall observe in its activities the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Labour Code of the Republic of Lithuania, the Law on Higher Education and Research, the Law on Public Institutions, the legal acts implementing them, other legal acts regulating the activities of research institutes and public institutions, and the present Statutes.
- The Centre shall have its own seal with the coat of arms of the State of the Republic of Lithuania and its own name, its own logo and other merchandise, as well as bank accounts.
- The Centre’s period of operation shall be unlimited.
- The financial year of the Centre shall be a calendar year.
- The Centre shall be both a beneficiary and a donor.
CHAPTER II
CENTRE’S OBJECTIVES, FUNCTIONS, AREAS OF SCIENTIFIC AND EXPERIMENTAL ACTIVITIES AND TYPES OF ECONOMIC ACTIVITIES
- The objectives of the Centre:
9.1. to carry out long-term fundamental and applied research and experimental development in the areas of natural sciences and interdisciplinary research and experimental development for the conservation and sustainable use of natural resources and for the protection of the environment and health, which is of importance for the well-being, continuity and development of the national economy and society;
9.2. to ensure international excellence in the areas of natural sciences;
9.3. to participate in national and international research programmes;
9.4. to cooperate with representatives of the government, business and society, Lithuanian and foreign research and higher education institutions by providing methodological, methodological and expert assistance;
9.5. to train highly qualified specialists in the areas of natural sciences;
9.6. to disseminate scientific knowledge in society, to contribute to the creation of the innovation- and knowledge-based economy and to the development of a knowledge-intensive society.
- The Centre shall provide information and data on natural diversity for the formulation of policies on nature conservation and sustainable use of natural resources in pursuit of its objectives.
- The Centre shall perform the following functions in pursuit of its objectives:
11.1. carry out research and experimental development activities, apply new scientific knowledge to the development of innovative processes, products and instruments;
11.2. create and develop innovations;
11.3. provide scientific expertise and advice in collaboration with the representatives of the state, business and the public;
11.4. train researchers and participate in educational activities, including non-formal education;
11.5. disseminate and promote scientific knowledge;
11.6. conduct economic activities and provide services related to the scientific areas, trends and topics referred to in Clause 13 hereof.
- In order to achieve its objectives and perform its functions, the Centre may conduct economic activities assigned to the following types of economic activities :
12.1. fundamental and applied research and experimental development in the areas of natural, technological, agricultural and interdisciplinary sciences;
12.2. research and development, as well as the creation and development of R&D&I;
12.3. bringing about innovations and the provision of scientific and technological services;
12.4. setting up and incubating start-ups and business clusters;
12.5. consultancy and expert activities;
12.6. the pursuit of third-cycle (doctoral) studies in cooperation with higher education institutions;
12.7. the conduct of student research placements;
12.8. renting and operating its own or leased real estate;
12.9. libraries, archives, museums and other cultural activities;
12.10. education;
12.11. activities of information services;
12.12. specialised design activities;
12.13. publishing of books, periodicals and other publishing activities;
12.14. the activities of organisers of conferences, meetings, exhibitions and conventions;
12.15. market research and opinion polls;
12.16. developing staff competences;
12.17. other accommodation activities;
12.18. crop and livestock production, hunting and related service activities;
12.19. forestry-specific service activities;
12.20. fishing and aquaculture;
12.21. landscaping;
12.22. electricity generation;
12.23. the activities of membership organisations;
12.24. other professional, scientific and technical activities not elsewhere classified.
- The Centre shall develop the areas of natural, agricultural, technological and interdisciplinary sciences, conduct fundamental basic and applied research and experimental development and innovation activities in the fields of biochemistry, biology, botany, ecology and environmental science, physical geography, geology, palaeontology, zoology, agronomy, animal science, forestry, environmental engineering, chemical engineering, and interdisciplinary research and other research related to the institution’s activities, including, but not limited to, the trends of scientific activity listed below:
13.1. research to protect, conserve and restore biodiversity for the benefit of society and its sustainable development;
13.2. research into the status and dynamics of ecosystems in the face of intensifying climate change and increasing anthropogenic pressures, with a view to providing a scientific basis for their protection and continuity of services;
13.3. scientific basis for the prevention of environmental pollution and the development of new knowledge-based technologies and tools;
13.4. developing organisational and technological innovations to ensure the longevity of ecosystem services and the sustainable use of their resources.
CHAPTER III
RIGHTS AND OBLIGATIONS OF THE CENTRE
- Centre’s rights:
14.1. to determine its structure, the number of employees, their rights and duties, conditions of remuneration and incentives, internal working procedures, job requirements, the organisation of competitions for positions and the procedures for recruitment, dismissal, evaluation and certification of employees in accordance with the Labour Code, the Law on Higher Education and Research, the Law on Public Institutions and the legal acts implementing them;
14.2. to promote the application of the results of R&D&I in the economic, social and cultural spheres;
14.3. to publish the results of R&D&I, organise conferences and publish scientific and other literature;
14.4. to establish new structural units: accredited laboratories, knowledge and innovation centres, field research stations, and nature collections;
14.5. to enter into cooperation, joint activity and other agreements with the Republic of Lithuania, foreign countries’ research and study and other institutions, legal and natural persons in the field of studies, research, economic activity and other matters, join national and international associations or other organisations;
14.6. to conduct expertise, provide R&D&I consultancy and other services in the areas of the Centre’s research activities under contracts with legal and natural persons or other organisations of the Republic of Lithuania and other countries;
14.7. to manage, use and dispose of the property in accordance with the procedure established by the legal acts governing the management, use and disposal of property;
14.8. to independently manage scientific, publishing, economic and financial affairs in accordance with the requirements of the Law on Higher Education and Research, the Law on Public Institutions and other legal acts regulating the activities of research institutes and public institutions;
14.9. to receive and provide donations in accordance with the procedure established by the Law on Charity and Support of the Republic of Lithuania;
14.10. to conduct licensed activities in accordance with the procedure established by the Civil Code and other legal acts regulating the issuance of licenses when such activities are related to the objectives of the Centre;
14.11. to engage in economic commercial activities not prohibited by law, which are related to the Centre’s areas of activity;
14.12. to apply innovative solutions based on fundamental research in collaboration with national and international institutions, thus ensuring sustainable development and contributing to the creation of a high added-value innovation ecosystem;
14.13. to seek collaborative links with researchers from national and international research and higher education centres and to implement international and national R&D&I projects;
14.14. to develop and support the integration of the Centre’s staff and students into the international research community and the attraction of foreign research expertise to the institution;
14.15. to provide information and expert assistance to national and international associations and other organisations within its competence;
14.16. to contribute to the training of first- and second-cycle students and specialists and to the implementation of third-cycle (PhD) studies in cooperation with foreign and Lithuanian science and study institutions, to prepare internationally competitive employees and researchers for Lithuanian management, business, research and higher education institutions;
14.17. to collect, maintain and preserve scientific collections of natural objects;
14.18. to represent Lithuania in European and international organisations within the scope of its competence and implement the goals to ensure the preservation of natural diversity, the elimination of the impacts of global change and sustainable coexistence;
14.19. to acquire and exercise such other rights and obligations as are not inconsistent with the laws and these Statutes.
- Duties of the Centre:
15.1. to conduct fundamental and applied research in the areas of natural, technological and agricultural sciences and interdisciplinary research and to disseminate scientific knowledge;
15.2. to cooperate with Lithuanian and foreign state governing bodies and business entities, to seek to relate information obtained from fundamental research with applied research results through implementing of R&D&I projects;
15.3. to ensure the academic freedom of the members of academic community and the upholding of academic ethics;
15.4. to ensure smooth and active communication between the Centre’s community and the scientific knowledge-intensive public, especially young people, in order to disseminate and promote natural science for the sustainable development of society;
15.5. to inform the founder of the Centre, the shareholders (the institution(s) exercising the rights and duties of the owner, shareholder) and the public about the measures taken to ensure the quality of scientific activities, the use of funds allocated by the state, and the Centre’s financial and economic activities;
15.6. to provide official statistical data and business information necessary for the management and monitoring of the research and higher education system to the institutions authorised by the Government in a timely manner;
15.7. to prepare the Centre’s annual activity report and financial statements. The activity report shall be presented to the public by 1 April each year and together with financial statements shall be made publicly available on the Centre’s website;
15.8. to accumulate, preserve, digitise and maintain the subject collections, museum treasures, and other assets of scientific and/or cultural value held at the Centre or held in trust thereby;
15.9. to fulfil other obligations set out in the Law on Higher Education and Research, the Law on Public Institutions and other legal acts regulating the activities of research institutes and public institutions;
15.10. to make public the results of research works carried out at the Centre and financed from the state budget of the Republic of Lithuania and other sources insofar as it does not contradict the legislation regulating the protection of intellectual property and commercial or state and official secrets.
CHAPTER IV
SHAREHOLDERS, PROCEDURES FOR BECOMING A NEW SHAREHOLDER, PROCEDURES FOR SELLING (TRANSFERRING) SHAREHOLDER RIGHTS TO OTHER LEGAL OR NATURAL PERSONS, PROCEDURES FOR TRANSFERRING SHAREHOLDERS’ CONTRIBUTIONS TO A PUBLIC INSTITUTION
- The Centre’s shareholder shall be a natural or legal person who has transferred a contribution to the Centre in accordance with the procedure established by the Law on Public Institutions and these Statutes and who has shareholder rights as established by the Law on Public Institutions and these Statutes, as well as a person to whom shareholder rights have been transferred in accordance with the procedure established by the laws or these Statutes.
- A person shall be admitted as a shareholder in accordance with the following procedure:
17.1. a person wishing to become a shareholder shall submit a written application to the General Meeting of Shareholders. The application shall include the person’s personal details (natural person’s name, surname, personal identification number, place of residence or correspondence address; legal person’s name, legal form, code, registered office, representative’s name and surname), agreement with the objectives of the Centre, intended contribution to the shareholders’ capital, its amount (in case money is contributed) or value (in case tangible or intangible assets are contributes) in EUR, and the time limit for the transfer of the contribution to the Centre, which may not be longer than 30 calendar days as of adoption of the decision of the Centre’s General Meeting of Shareholders referred to in Clause 17.2 hereof;
17.2. a person shall be admitted as a shareholder by the decision of the General Meeting of Shareholders of the Centre;
17.3. after the General Meeting of Shareholders has taken a decision to admit a shareholder, the person who wishes to become a shareholder shall become a shareholder after handing over to the Centre the contribution specified in his/her/its application.
- A person having acquired shareholder rights shall become a shareholder in the following order:
18.1 A shareholder of the Centre who has acquired shareholder rights from another shareholder of the Centre, as well as any other person who has acquired shareholder rights shall notify thereof the Director of the Centre in writing. The notification shall specify the name of the shareholder who sold or otherwise transferred shareholder rights (natural person’s name, surname, personal identification number; legal entity’s name) and the shareholder who acquired shareholder rights transferred (natural person’s name, surname, personal identification number; legal entity’s name) or other person who has acquired shareholder rights (natural person’s name, surname, personal identification number, address of residence or mailing address; legal entity’s name, , registered office, code number, and the name of its representative), as well as the date of acquisition of shareholder rights. The notification shall be accompanied by a document certifying the acquisition of shareholder rights or an extract thereof. If an extract of the document is submitted, it shall indicate the parties to the agreement for acquisition of shareholder rights, the object of transaction, the date of transaction, and the value of contributions to the shareholders’ capital by the transferor of shareholder rights if such value is stated in the document evidencing the acquisition of shareholder rights.
18.2. New shareholders shall acquire all property and non-property rights and obligations from the moment their contribution to the capital of the Centre is registered in accordance with the established procedure. A new shareholder shall be required to make a contribution to the capital of the Centre within 30 calendar days from the date of the consent of the General Meeting of Shareholders for the person to become a shareholder.
- Upon completion of the steps referred to in Clause 18 hereof, the new shareholder shall be issued with a document certifying the value of his/her/its contributions.
- A shareholder of the Centre shall have the right to transfer shareholder rights to other persons:
20.1. the rights of the state as a shareholder (owner) of the Centre may be sold or transferred to other persons in the cases and in the ways established by the Law on Public Institutions and the laws regulating the management, use and disposal of the property of the state and municipalities;
20.2. the rights of other persons as shareholders of the Centre may be sold as follows:
20.2.1. the Centre’s shareholder shall notify in writing the Centre’s Director of his/her/its intention to sell shareholder rights in the Centre (together indicating the price for the sale of shareholder rights);
20.2.2. the Director of the Centre shall within 5 (five) working days of receipt of the notification of the Centre’s shareholder inform other shareholders of the Centre of the sale of shareholder rights under the procedure set out in Clause 27 hereof (together indicating the name of the shareholder of the Centre who is selling the Centre’s shareholder rights and the price of the shareholder rights to be sold) and shall under the procedures set out herein convene the General Meeting of Shareholders to take a decision on the shareholder of the Centre who would buy the shareholder rights to be sold;
20.2.3. if it turns out at the General Meeting of Shareholders that no shareholder of the Centre is purchasing the shareholder rights of the Centre at the price set, the shareholder of the Centre intending to sell shareholder rights may sell them to another person;
20.2.4. if the Centre is owned by one shareholder, the Centre’s shareholder rights shall be sold to a natural or legal person chosen by such shareholder without the actions specified in Clauses 20.2.1 to 20.2.3 hereof.
- Shareholder contributions shall be transferred to the Centre in the following order:
21.1. monetary contributions shall be deposited in the Centre’s account;
21.2. tangible and intangible assets shall be handed over to the Centre by means of an asset transfer and acceptance deed. The deed shall be signed by the person transferring the assets (founder, shareholder, person wishing to become a shareholder) and by the Director of the Centre or his/her authorised representative. The assets to be transferred shall be accompanied by an asset valuation report, which shall be drawn up at least six (6) months before the transfer of the assets to the Centre.
CHAPTER V
CENTRE’S BODIES, THEIR COMPETENCES, PROCEDURES FOR THEIR FORMATION (APPOINTMENT) AND DISMISSAL (DISCHARGE)
- The bodies of the Centre:
22.1. the General Meeting of Shareholders;
22.2. the Director as a sole-person governing body;
22.3. the Scientific Council as a collegiate governing body.
- As long as the owner of the Centre is a single person (the Republic of Lithuania), its written decisions shall be treated as decisions of the General Meeting of Shareholders.
- The competence of the General Meeting of Shareholders (owner) is laid down in the Law on Higher Education and Research and the Law on Public Institutions.
- All shareholders shall have one vote at the General Meeting of Shareholders, except for the state as a shareholder of the Centre, which shall have three votes at the General Meeting of Shareholders.
- The decisions of the General Meeting of Shareholders shall be taken by a simple majority vote of the shareholders present at the meeting (more than half of the votes of those present), except for the decisions on the following matters, which shall be taken by a qualified majority vote of the General Meeting of Shareholders (two-thirds of the votes):
26.1. decision to restructure the Centre;
26.2. decision on reorganisation of the Centre or approval of the terms of reorganisation;
26.3. decision to dissolve the Centre or to cancel its dissolution.
- The Director of the Centre shall notify the Centre’s shareholders of convocation of the General Meeting of Shareholders by sending a written notice by electronic means of communication at least 10 (ten) working days before the meeting.
- The Director of the Centre shall act on behalf of and represent the Centre. The Director of the Centre shall be appointed and dismissed by public competition in accordance with the procedure laid down by the Government or the body authorised thereby. The term of office of the Director of the Centre shall be 5 (five) years. The same person may be appointed Director of the Centre for no more than two consecutive terms of office and not earlier than five (5) years after the end of the last term of office, if the last term of office was the second consecutive term. The Director of the Centre shall be a person of good repute, holding a doctorate and having managerial experience.
- The Director of the Centre shall in addition to the duties of the head of a public institution as set out in the Law on Public Institutions perform the following functions:
29.1. organise the activities of the Centre in order to achieve the objectives of the Centre as set out herein, manage the Centre and be responsible for the activities of the Centre and the quality of its performance;
29.2. implement the decisions of the General Meeting of Shareholders of the Centre and carry out other tasks delegated to it in relation to the objectives of the Centre;
29.3. approve the composition of the Centre’s administration;
29.4. approve the estimates and other financial documents for the programmes and projects implemented by the Centre;
29.5. manage, use and dispose of the Centre’s property and funds in accordance with the laws of the Republic of Lithuania and other legal acts regulating the management, use and disposal of property, these Statutes, and the decisions of the Centre’s General Meeting of Shareholders;
29.6. enter into employment, authorship and other contracts for the execution of the Centre’s activities;
29.7. represent the Centre before state authorities, governmental and law enforcement bodies, enterprises, institutions and organisations and in relations with other third parties;
29.8. sign and submit annual financial statements and a report on the activities of the Centre for the previous financial year to the Centre’s General Meeting of Shareholders and to the Scientific Council;
29.9. approve the regulations of the structural units of the Centre, job descriptions of employees, hire and dismiss employees in accordance with the procedure established by the laws of the Republic of Lithuania, determine the remuneration of employees, promote employees and organise investigations into violations of labour duties;
29.10. approve the Scientific Council’s election regulations, permanent or temporary commissions related to the organisation of the Centre’s R&D&I and other activities, internal rules of procedure, the system of remuneration and other internal legal acts;
29.11. issue orders, organisational, management and information documents within the scope of his/her powers;
29.12. determine the Centre’s internal control policy and ensure supervision of its implementation in accordance with the procedures established by the Law on Internal Control and Internal Audit of the Republic of Lithuania;
29.13. inform the Centre’s General Meeting of Shareholders and the Scientific Council of major events relevant to the activities of the Centre;
29.14. with the approval of the Scientific Council, submit proposals to the Ministry of Education, Science and Sport for amendments to the Statutes;
29.15. approve the strategic action plan and amendments thereto subject to the approval of the Scientific Council;
29.16. liaise with institutions of other countries and international organisations;
29.17. act on behalf of the Centre and authorise the staff of the Centre to carry out the functions within their competence;
29.18. submit to the Scientific Council for consideration and approval:
29.18.1. the structure of the Centre and changes thereto;
29.18.2. the documents governing the Centre’s R&D&I and expert activities;
29.19. submit to the Scientific Council for consideration and coordination:
29.19.1. the Centre’s annual activity report;
29.19.2. proposals for amendments to the Statutes of the Centre and a draft strategic action plan;
29.19.3. nominations for the heads of the structural (scientific) units of the Centre;
29.19.4. a list of the positions to be filled in the newly established units of the Centre;
29.19.5. the Centre’s estimates of income and expenditure and an account of their implementation;
29.19.6. the documents governing the work of the Centre’s open access laboratories and centres of excellence;
29.19.7. the documents relating to the ownership of the results of intellectual activities;
29.19.8. proposals for the establishment of permanent or temporary commissions related to the coordination of the Centre’s R&D&I and other activities and preparation of relevant projects;
29.20. ensure the implementation of the resolutions adopted by the Scientific Council;
29.21. appoint the heads of the structural (scientific) units of the Centre with the approval of the Scientific Council;
29.22. announce regular and extraordinary attestations and competitions for positions of researchers;
29.23. organise a self-assessment of the Centre’s activities and, if necessary, propose an expert evaluation of the Centre’s activities;
29.24. perform other functions assigned to the heads of institutions by the legislation of the Republic of Lithuania and defined in the job description of the Director of the Centre.
- The Director of the Centre may by his/her order delegate some of his/her duties and functions to his/her deputies and other employees of the Centre, except for those which are mandatorily assigned by the laws of the Republic of Lithuania to the heads of institutions.
- The Scientific Council shall perform the following functions:
31.1. at the request of the Director of the Centre, consider and approve:
31.1.1. the structure of the Centre and any changes thereto;
31.1.2. the documents governing the Centre’s R&D&I and expert activities;
31.2. at the request of the Director of the Centre, consider and coordinate:
31.2.1. the proposals submitted by the Director of the Centre for amendments to the Statutes of the Centre and the draft strategic action plan;
31.2.2. initiation or modification of the Centre’s scientific themes and topics;
31.2.3. nominations for the heads of the structural (scientific) units of the Centre;
31.2.4. a list of the positions to be filled in the newly established units of the Centre;
31.2.5. the Centre’s estimates of income and expenditure and an account of their implementation;
31.2.6. the documents governing the work of the Centre’s open access laboratories and centres of excellence;
31.2.7. documents relating to the ownership of the results of intellectual activities;
31.2.8. proposals for the establishment of permanent or temporary committees for the coordination of the Centre’s R&D&I and other activities and preparation of relevant projects;
31.3. draw up and approve the descriptions of the procedures for the certification, evaluation and competition of researchers and the documents governing the qualification requirements for the positions of researchers of the Centre;
31.4. consider and submit to the Director of the Centre proposals on the Centre’s cooperation with research and higher education institutions, international organisations, other natural and legal persons;
31.5. consider the Centre’s annual activity reports submitted by the Director and assess how the Centre is achieving its aims and objectives;
31.6. develop and approve the Code of Academic Ethics;
31.7. draw up and approve the Centre’s Emeritus Regulations providing for the conditions and procedures for awarding the Scientist Emeritus title and the guarantees for participation in the Centre’s scientific activities;
31.8. take decisions on awarding the Scientist Emeritus title to the sceintists of the Centre;
31.9. draw up and adopt its own rules of procedure;
31.10. establish permanent or temporary commissions related to the organisation of the Centre’s R&D&I and other activities and submit compositions of commissions to the Director of the Centre for approval.
- The Scientific Council shall be composed for a term of 5 (five) years of the Centre’s researchers and administrative staff, as well as representatives of other institutions, enterprises and organisations interested in the implementation of the Centre’s objectives and functions.
- The Scientific Council shall be constituted in accordance with the following principles:
33.1. the Scientific Council shall consist of 15 members, 4 of whom shall be appointed from institutions, enterprises and organisations interested in the implementation of the objectives and functions of the Centre, and the remaining 11 of whom shall be scientific and administrative staff of the Centre, elected in accordance with the Scientific Council Election Regulations;
33.2. the candidates for the election to the Scientific Council shall be nominated by the Centre’s scientists, Centre’s administrative staff, and institutions, enterprises and organisations interested in the fulfilment of the Centre’s objectives and functions;
33.3 The Director, Deputy Directors and the Scientific Secretary of the Centre may not be members of the Scientific Council;
33.4 The members of the Scientific Council shall be elected by the scientific staff of the Centre by secret ballot, and all nominated candidates shall be included on the ballot paper.
- The election to the Scientific Council shall be announced and organised by the Director of the Centre in accordance with the Election Regulations of the Scientific Council approved by the Director of the Centre; information on the election of the Scientific Council shall be published on the websites of the Centre and the Research Council of Lithuania at least two (2) months prior to the date of the election.
- The term of office of a member of the Scientific Council shall end in the following cases:
35.1. upon resignation of the member of the Scientific Council;
35.2. upon termination of employment with the Centre if the member of the Scientific Council has been elected to the Scientific Council from among the scientific or administrative staff of the Centre;
35.3. upon termination of employment with the institution that delegated him/her or upon withdrawal of the delegated representative by the legal entity if the member of the Scientific Council has been appointed from among the delegated representatives of legal entities interested in the implementation of the Centre’s objectives and functions;
35.4. in the event of the death of the member of the Scientific Council.
- The work of the Scientific Council shall be directed by the Chairperson of the Scientific Council or in his/her absence by the Vice-Chairperson elected by a secret ballot by simple majority vote of the members of the Scientific Council, with the participation of not less than two-thirds of the total number of members of the Scientific Council. The same person may be elected the Chairperson of the Scientific Council for no more than two (2) consecutive terms. The Secretary of the Scientific Council shall be elected from among the candidates proposed by the Chairperson of the Scientific Council by simple majority vote of the members of the Scientific Council in an open ballot.
- The meetings of the Scientific Council shall be open to the public, except where the Scientific Council decides that the meeting may be closed. The members of the Scientific Council and the Director of the Centre shall be notified of the convened meeting of the Scientific Council and the agenda of the meeting by electronic means at least five (5) working days before the meeting. The Director of the Centre or his/her deputy shall be entitled to attend all meetings of the Scientific Council. The Chairperson of the Scientific Council, the Director of the Centre, or at least one third of the members of the Scientific Council shall have the right to convene a meeting. The meeting shall be chaired by the Chairperson of the Scientific Council or, in his/her absence, by the Vice-Chairperson.
- The meetings of the Scientific Council shall be valid if they are attended by at least two thirds of the members of the Scientific Council.
- Resolutions of the Scientific Council shall be deemed adopted if more than half of all members of the Scientific Council vote in favour.
CHAPTER VI
CENTRE’S STAFF, SCIENTISTS EMERITUS, THEIR RIGHTS, DUTIES AND RESPONSIBILITIES
- The Centre’s staff consists of scientific, administrative and other staff.
- The researchers who have carried out scientific work and trained scientists may be awarded the title of Scientist Emeritus.
- The Scientific Council shall draw up and approve the Centre’s Emeritus Regulations, which shall lay down the conditions and procedures for the award of the title of Emeritus and the guarantees for participation in the Centre’s scientific activities.
- Rights of the Centre’s staff:
43.1. to participate in competitions for research programmes, research and higher education funds, R&D&I and expert services and to dispose of the funds received;
43.2. to participate in competitions for internships in the Republic of Lithuania and abroad;
43.3. to obtain from public institutions information necessary for their scientific work (if such information is a state or official secret, it shall be provided and used in accordance with the procedure established by legislation);
43.4. to participate in various national and international trade unions and associations;
43.5. to pursue scientific work independently or to join research groups, without breaching the legal requirements and internal rules of the Centre;
43.6. to publish research work in accordance with the Centre’s legal requirements, internal rules and principles of academic ethics.
- The employees of the Centre shall be guaranteed all the rights and social guarantees provided for in the Labour Code, the Law on Higher Education and Research and the legal acts implementing them and shall be provided with working conditions that comply with the requirements of occupational safety and health.
- Duties of the Centre’s staff:
45.1. to develop professional excellence, for researchers – to develop scientific excellence in the areas and fields of scientific activity specified herein;
45.2. to comply with the Code of Academic Ethics;
45.3. to comply with the laws, other legal acts, these Statutes, the internal rules of procedure, the Centre’s internal legal acts, the provisions of the contract of employment, the provisions of the structural unit in which he/she is employed, the requirements of his/her job description, and the reasoned instructions and directions of his/her direct or higher supervisors;
45.4. to avoid conflicts of interest and to balance public and private interests.
- The employees of the Centre shall be liable for their activities in accordance with the Labour Code, the Law on research and Higher Educaiton and the legal acts implementing them.
- The rights of the Centre and its employees to the results of intellectual activities shall be subject, mutatis mutandis, to the provisions of Article 89 of the Law on Research and Higher Education.
CHAPTER VII
SOURCES OF CENTRE’S FUNDS, PROCEDURES FOR THE USE OF ITS ASSETS AND FUNDS, AND CONTROL OF FINANCIAL ACTIVITIES
- The Centre’s funds shall include:
48.1. basic and incentive funding from the state budget;
48.2. income from R&D&I, economic commercial activities, as well as from the provision of services and commercialisation of research results;
48.3. funds from international and foreign foundations and organisations;
48.4. funds received as programmatic competitive R&D&I funding;
48.5. funds received as a donation under the Law on Charity and Sponsorship;
48.6. other funds lawfully received.
- The state budget appropriations shall be allocated to the Centre on a separate line.
- The Centre shall receive the following basic funding from the state budget:
50.1. for research and experimental development;
50.2. for third-cycle (doctoral) studies;
50.3. for administration and economy;
50.4. for the maintenance of objects of complex infrastructure;
50.5. for other purposes.
- The income of the Centre derived from R&D&I, economic commercial activities and services shall be used independently for the purposes set out herein.
- Fixed assets owned by the Centre may be transferred, given as loan for use or leased by the decision of the General Meeting of Shareholders, provided that any such assets are related to the Centre’s operational objectives.
- The Centre shall manage, use and dispose of the property belonging to it in accordance with the laws and other legal acts governing the management, use and disposal of property.
- The assets of the Centre shall consist of assets owned by the Centre, assets owned by the state, assets held in trust, assets held under the loan for use or lease basis.
- The assets held, used and disposed of by the Centre under the right of ownership shall be:
55.1. the assets invested by the state;
55.2. the monetary funds generated as income from R&D&I, commercial economic activities and provided services;
55.3. the funds and other assets received as support under the Law on Charity and Sponsorship;
55.4. other monetary funds received from sources other than state budget;
55.5. donated property;
55.6. inherited property;
55.7. land and other immovable property;
55.8. property rights arising from the results of intellectual activity (scientific or artistic works and objects of industrial property rights such as patents for inventions, designs, trademarks and other objects of intellectual property);
55.9. property rights of a member in a legal person;
55.10. information, scientific data sets and other intellectual output;
55.11. income, property or other benefits derived from the management and disposal of the funds or other assets referred to in Clauses 55.1 to 55.10 hereof;
55.12. other lawfully acquired property.
- The Centre shall plan and use the funds in accordance with the procedure established by the legal acts regulating the planning and use of state budget funds.
- The financial activities of the Centre shall be subject to the control of the authorised state institutions and bodies.
CHAPTER VIII
PROCEDURES FOR PROVISION OF DOCUMENTS AND OTHER INFORMATION ON THE CENTRE’S ACTIVITIES TO THE SHAREHOLDERS
- The Centre shall upon receipt of a request from a shareholder or his/her/its authorised representative provide the documents and/or other information specified in the request within ten (10) working days of receipt of the request.
- The copies of documents and other information shall be provided to the shareholder by e-mail or other electronic means.
- Documents, copies of documents or other information of the Centre shall be made available to the shareholders free of charge.
CHAPTER IX
PROCEDURES FOR PUBLISHING NOTICES AND ANNOUNCEMENTS
- In the cases where notices of the Centre are to be made public, they shall be published in the electronic publication “Public Notices of Legal Entities” by the State Enterprise Centre of Registers, on the website of the Centre, and/or in other means of electronic communication used for public communication.
- Other communications from the Centre to members shall be sent by electronic means.
CHAPTER X
PROCEDURES FOR MAKING INFORMATION ON THE CENTRE’S ACTIVITIES AVAILABLE TO THE PUBLIC
- The Centre’s annual financial statements and activity report, as well as other information which shall be made available to the public and which shall be determined by the General Meeting of Shareholders, with the exception of the data of natural persons which may not be made available to the public in accordance with the procedure laid down by the legislation, shall be published on the Centre’s website and may be made available at the Centre’s registered office during the Centre’s working hours. The Centre’s annual financial statements and activity report shall be submitted to the Register of Legal Entities and published on the Centre’s website no later than 5 (five) working days after the Ordinary General Meeting of Shareholders.
CHAPTER XI
PROCEDURES FOR ESTABLISHMENT AND CLOSURE OF BRANCHES AND REPRESENTATIVE OFFICES
- The branches and representative offices of the Centre shall be established and closed by decision of the General Meeting of Shareholders in accordance with the Civil Code.
- The Centre shall be liable according to the obligations of the branch or representative office, and the branch and representative office shall be liable according to the obligations of the Centre.
CHAPTER XII
PROCEDURE FOR AMENDING THE STATUTES OF THE CENTRE
- The Government shall approve the Statutes of the Centre and amendments hereto.
- The draft amendment to the Statutes of the Centre shall be submitted to the Government by the Ministry of Education, Science and Sport.
CHAPTER XIII
FINAL PROVISIONS
- The Centre shall be restructured, reorganised and dissolved on the grounds and in accordance with the procedure laid down in the Civil Code, the Law on Higher Education nd Research and the Law on Public Institutions.
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