Articles of Association

Approved:
Government of the Republic of Lithuania Resolution No 1800 of 23 December 2009

ARTICLES OF ASSOCIATION
OF THE STATE SCIENTIFIC RESEARCH INSTITUTE NATURE RESEARCH CENTRE

I. GENERAL PROVISIONS
1. The Nature Research Centre (hereinafter referred to as the “Centre”) is a state scientific research institute. The Centre is a public legal entity operating as a state budget institution and performing long-term research and experimental (social and cultural) development activities according to the research trends established in the Articles of Association of the Centre and significant for the state, society, international communications and business.
2. The founder of the Centre is the Government of the Republic of Lithuania.
3. The Centre shall perform its activities in accordance with the Constitution of the Republic of Lithuania, Law on Higher Education and Research of the Republic of Lithuania (Official Gazette 2009, No 54-2140) (hereinafter referred to as the “Law on Higher Education and Research”), other legal acts of the Republic of Lithuania and these Articles of Association.
4. The Centre has a seal with the state emblem of Lithuania and its name, also its logo and other attributes, as well as an account with a bank.
5. The Centre’s headquarters are at Akademijos St. 2,Vilnius.

II. PURPOSES, AREAS ABD TYPES OF ACTIVITY, RIGHTS AND DUTIES OF THE CENTRE
6. Purposes of the Centre:
6.1. To carry out long-term research and experimental (social and cultural) development activities in ecology, botany, mycology, microbiology, virology, zoology, parasitology and geosciences relevant for sustainability and the development of the economy, culture, health care and society;
6.2. To cooperate with business, government and public representatives, carry out contracted research and experimental (social, cultural) development works and render methodological support (both in relation to the creation of methods and in use of methods);
6.3. To raise public awareness of scientific knowledge, to use it in culture, education, health care, social and economic activity, and to contribute to the creation of the economy based on innovation and knowledge and education of open knowledge society.
7. Research trends of the Centre:
7.1. Research into the status of environmental quality, regularities and mechanisms of the structure, functioning, sensitivity, vulnerability, genetic diversity, adaptations and microevolution of natural ecosystems, habitats, species, communities under global change and anthropogenic impact, and the development of theoretical fundamentals and projections;
7.2. Research and projections into the status and change of Lithuanian nature and biological resources, scientific justification of conservation, restoration and sustainable use;
7.3. Research into the texture, properties and formation of the bedrock and soil cover, the evolution of palaeogeographical and palaeoecological conditions, ground water and surface water systems, the state and transformations of landscapes and the geoenvironment and their interaction with human activity, and scientific basis for sustainable use of the territory of Lithuania and natural resources of the bedrock.
8. The area of activity of the Centre is research and experimental development in biomedicine and physical sciences.
9. The types of activity of the Centre are research in natural sciences and engineering, along with applied research (code 72.1), and related scientific, technical, professional and other activities to ensure performance of the main activity (other types of activity) according to the Statistical Classification of Economic Activities approved by the Order No DĮ-226 of the Director General of the Department of Statistics to the Government of the Republic of Lithuania of 31 October 2007 (Official Gazette 2007, No 119-4877).
10. The Centre has the following rights:
10.1. Acting in accordance with the laws and other legal regulations, to establish its structure, internal rules, staff numbers, staff rights and duties, terms of payment, job descriptions, procedures for organizing competitive recruitment and staff appraisal;
10.2. To cooperate with natural and legal persons of the Republic of Lithuania and foreign countries;
10.3. To issue scientific and other publications and to choose ways of dissemination of the results of its scientific research and experimental development activities;
10.4. In cooperation with universities to educate researchers and assist in educating specialists under the procedures established in the Law on Higher Education and Research;
10.5. To promote the use of the results of scientific research and experimental development in economic, social and cultural life;
10.6. To perform expert examinations, render scientific consultations and other services in the area of its scientific research activity according to the contracts with natural and legal persons of the Republic of Lithuania and foreign countries;
10.7. To hold, use and dispose of the assets under the procedures established in the legal acts;
10.8. To acquire other rights under the procedures established in the legal acts.
11. The Centre must:
11.1. carry out scientific research and experimental development activities, raise awareness of scientific knowledge;
11.2. ensure academic freedom of the members of the academic community;
11.3. inform the founder about the measures to ensure the quality of research activity, about its financial and economic activity, and about the use of financial resources;
11.4. provide in a timely manner the institutions authorized by the Government of the Republic of Lithuania with official information (statistical data and subject information) necessary for the management of the system of higher education and research and for the performance of the monitoring of the system;
11.5. perform other obligations established in the legal acts.
12. The provisions of article 82 of the Law on Higher Education and Research shall apply mutatis mutandis to the rights of the Centre and its staff to the results of intellectual property.

III. BODIES OF THE CENTRE, THEIR COMPETENCE, APPOINTMENT AND DISMISSAL
13. The governing bodies of the Centre shall be a collegial governing body, the Scientific Council of the Centre (hereinafter referred to as the “Scientific Council”), and a single-person governing body, the Director of the Centre.
14. The Scientific Council has the following functions:
14.1. At the proposal of the Director of the Centre to consider and approve the structure of the Centre and its changes, to consider the proposals of the Director of the Centre as to amendments to the Articles of Association of the Centre;
14.2. To approve the procedures for staff appraisal and competitive recruitment;
14.3. To consider and approve the documents regulating the Centre’s research activity;
14.4. To consider the annual reports submitted by the Director of the Centre and to assess how the Centre implements its purposes and tasks;
14.5. To consider and submit proposals to the Director of the Centre on associations with research and higher education institutions, on research and experimental development, and on cooperation with international organizations, other natural and legal persons;
14.6. At the proposal of the Director of the Centre to consider and approve the documents which regulate the operation of the Centre’s open access laboratories, the scientific research pursued by the Centre, and the internal rules related to the ownership of results of intellectual activity;
14.7. At the proposal of the Director of the Centre to set up standing and temporary commissions for the coordination of the Centre’s research and experimental (social and cultural) development activities and for the preparation of respective projects;
14.8. To draft and submit to the Director of the Centre for approval the Academic Code of Conduct;
14.9. To perform other functions specified in these Articles of Association.
15. The Scientific Council shall be elected for a term of 5 years from representatives of the Centre’s research staff and administration, as well as from representatives of other institutions, enterprises and organizations interested in the implementation of the purposes of the Centre.
16. The Scientific Council shall be formed according to the following principles:
16.1. The Scientific Council shall consist of 15 members, not less than 5 of which shall be from outside the Centre;
16.2. The election to the Scientific Council shall be announced and organized by the Director of the Centre according to the Scientific Council Election Regulations approved by the Director. Information shall be placed on the websites of the Centre and of the Research Council of Lithuania not later than 2 months before the election date;
16.3. The Centre’s research staff and administration as well as representatives of other institutions, enterprises and organisations interested in the implementation of the purposes of the Centre may be nominated to serve as members of the Scientific Council;
16.4. The candidates may be nominated by the Centre’s research staff and administration as well as legal entities interested in the implementation of the purposes of the Centre;
16.5. The members of the Scientific Council shall be elected by the Centre’s research staff by secret ballot, with the names of all candidates appearing on the ballot.
17. The Scientific Council shall approve its work regulations. The work of the Scientific Council shall be headed by the Chairperson elected from the members of the Scientific Council by secret ballot with a simple majority vote if not less than 2/3 of the members of the Scientific Council take part in the voting. The Director of the Centre may not be elected the Chairman of the Scientific Council. The same person may be elected the Chairperson of the Scientific Council for not more than two terms of office in turn. The Deputy Chairperson and the Secretary of the Scientific Council shall be elected from the candidates nominated by the Chairperson by open ballot with a simple majority vote of the members of the Scientific Council.
18. The meetings of the Scientific Council shall be open, and the agenda shall be announced in advance. A meeting may be closed if the Scientific Council so decides. The members of the Scientific Council shall be notified of convocation of a meeting not later than 5 business days before the meeting. The right to convene a meeting shall be vested in the Chairperson of the Scientific Council, the Director of the Centre, or at least 1/3 of the members of the Scientific Council. The meetings of the Scientific Council shall be chaired by the Chairperson of the Scientific Council, and in his/her absence by the Deputy Chairperson.
19. The Scientific Council shall have the right to reject a proposal of the Director of the Centre on the issues which by virtue of these Articles of Association require approval of the Scientific Council if more than 2/3 of the members of the Scientific Council present at the meeting vote against the proposal. The Director of the Centre may repeatedly submit a proposal to the Scientific Council not earlier than one month after the Scientific Council considers the proposal. The Scientific Council shall have the right to reject such repeatedly submitted proposal if not less than 3/4 of the members of the Scientific Council present at the meeting vote against it. In such case the Director of the Centre shall have the right to repeat the submission procedure not earlier than 6 months after the repeated consideration. If such proposal of the Director of the Centre is not rejected by the above-mentioned majority vote of the members of the Scientific Council, the Chairperson of the Scientific Council shall have to sign the proposal submitted by the Director.
20. Resolutions of the Scientific Council, except for resolutions on the issues indicated herein as the issues to be considered at the proposal of the Director of the Centre, shall be deemed adopted if more than half of the members of the Scientific Council present at the meeting vote in favour of them. In case of a tie, the Chairperson shall have the casting vote. The meetings of the Scientific Council shall be lawful if attended by not less than half of all the members of the Scientific Council.
21. The Director of the Centre shall act in the name of the Centre and shall represent it. The Director shall be appointed through open competition and dismissed under the procedures established by the Ministry of Higher Education and Science. A term of office of the Director shall be 5 years.
22. The Director of the Centre has the following functions:
22.1. To ensure that the Centre’s activities are in compliance with the laws and other legal regulations of the Republic of Lithuania and these Articles of Association, to coordinate the implementation of the decisions of the Scientific Council under article 14 hereof;
22.2. To issue orders, to represent the Centre in relations with third persons;
22.3. To employ and dismiss the Centre’s staff, announce staff appraisal and competitive recruitment, appoint persons to take positions and to dismiss them;
22.4. To approve the procedures for the formation of the core units of the Centre (the units the key activity of which is research and experimental development and which are not parts of other units), to grant the core unit status to a unit if not less than 1/4 of the Centre’s research staff work in it, to approve the work regulations of core units;
22.5. To fix salaries for the Centre’s staff under the procedures established in the legal acts, to give incentives to the staff, to impose disciplinary penalties, to ensure safe working conditions;
22.6. To submit proposals to the Scientific Council on the main research trends of the Centre and amendments to the Articles of Association of the Centre, to approve and revise the Centre’s strategic action plan, annual reposts, income and expenditure budgets and an account for their implementation, and other documents;
22.7. To organise self-analysis of the Centre’s activity and in case of necessity to initiate expert assessment of the Centre’s activity;
22.8. To submit proposals to the Ministry of Higher Education and Science on amendments to the Articles of Association of the Centre;
22.9. To be responsible for the financial activity of the Centre and for a proper management, use and disposal of the assets;
22.10. To approve the Centre’s income and expenditure budget and an account for its implementation;
22.11. To perform other functions the legal acts impose on the head of an institution.
23. The Director of the Centre may by his/her order delegate part of his/her rights and duties to his/her deputies or other workers of the Centre.
24. The Centre has the following core units: the Institute of Botany, the Institute of Ecology, and the Institute of Geology and Geography, which perform activities in one or several research trends specified herein.
25. The Director shall appoint the heads of the core units with approval of the Scientific Council.
26. The Centre shall regularly perform self-analysis of its research activity.
27. The results of the Centre’s research works financed from the Republic of Lithuania state budget and from other sources shall be made available to the public insofar as it does not conflict with the legal acts regulating protection of intellectual property and commercial or state and professional secrets.
28. A public supervisory institution, the Supervisory Council, shall be formed in the Centre.
29. The Supervisory Council of the Centre shall be formed from social partners interested in the research and experimental development pursued by the Centre. The Supervisory Council shall be composed of 7 members: 3 social partners shall be proposed by the Scientific Council, 2 by the Research Council of Lithuania, and 2 by the Ministry of Higher Education and Science.
30. The Director of the Centre shall approve the composition of the Supervisory Council of the Centre.
31. The functions of the Supervisory Council of the Centre shall be to consider results of the Centre’s activity and to submit proposals to the Director of the Centre and/or the Ministry of Higher Education and Science on improvement of the Centre’s activity. The Centre shall ensure the working conditions for the Supervisory Council and provide a possibility to get information about the Centre’s activities insofar as it does not conflict with the legal acts regulating protection of intellectual property and commercial or state secrets.
32. The meetings of the Supervisory Council shall be held not rarer than once per half-year. At the first meeting, the Supervisory Council shall elect the chairperson and approve the work regulations.
33. The Supervisory Council of the Centre shall be formed not later than within 3 months as of the date these Articles of Association comer into effect.

IV. CENTRE’S STAFF, THEIR RIGHTS, DUTIES AND LIABILITY
34. The staff of the Centre shall be composed of the research staff, administration staff and other staff.
35. The scientific research positions shall be as follows: chief researcher, senior researcher, researcher, junior researcher and scientist trainee. Their qualification requirements shall be established by the Scientific Council of the Centre in accordance with the Law of Higher Education and Research and resolutions of the Government of the Republic of Lithuania and of the Research Council of Lithuania.
36. The Director of the Centre shall approve the composition of the administration of the Centre and its work regulations.
37. The rights and duties of the staff of the Centre shall be as follows:
37.1. To take part in considering and deciding any and all issues related to their competence, position or work;
37.2. To take part in competitions for implementation of research programmes, for receiving support from science and studies foundations, and for disposal of the funds received;
37.3. To take part in competitions for traineeships in the Republic of Lithuania and abroad;
37.4. To obtain from state institutions information necessary for their research (if any such information constitutes state or professional secret, it shall be provided and used under the procedures established by the legal acts);
37.5. To take part in considering proposals for amendment of these Articles of Association and for the draft action plan of the Centre;
37.6. To participate in different trade unions and associations, including those abroad;
37.7. To work independently or to join in creative groups;
37.8. To announce independently their research works.
38. The Centre’s staff shall be ensured all rights and social guarantees established by the laws and shall be provided working conditions complying with employee safety at work and health requirements.
39. The Centre’s research staff must:
39.1. improve scientific qualification in the research trends indicated in these Articles of Association;
39.2. perform the duties and functions established in these Articles of Association;
39.3. observe the Academic Code of Conduct;
39.4. observe the laws, other legal regulations, these Articles of Association, and internal rules of the Centre.
40. The staff of the Centre shall be liable for their work under the procedures established by the legal acts.

V. SOURCES OF FINANCING, USE OF ASSETS AND FUNDS
41. The state assets transferred to the Centre shall be held, used and disposed of thereby in trust under the procedures and conditions established in the legal acts.
42. The sources of financing of the Centre:
42.1. The Republic of Lithuania state budget allocations for implementation of the programmes approved by the Government of the Republic of Lithuania;
42.2. Income earned from research and economic activities and for services rendered;
42.3. Funding from Lithuanian, foreign and international foundations and organisations;
42.4. Funds from programme based competitive research funding;
42.5. Funds from participation in international research programmes;
42.6. Funds obtained as support under the Charity and Support Law of the Republic of Lithuania (Official Gazette 1993, No 21-506; 2000, No 61-1818);
42.7. Funds for commercialisation of research findings;
42.8. Other lawfully acquired funds.
43. The Centre shall plan and use all of its funds under the procedures established in the legal acts. The Centre shall use its income and expenditure according to the approved budget under the procedures established by the laws.
44. The control of the Centre’s financial activity shall be carried out by the authorised state bodies and institutions under the procedures established by the legal acts.

VI. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
45. The Government of the Republic of Lithuania shall approve the Articles of Association of the Centre and amendments hereto.
46. The Ministry of Higher Education and Science shall submit draft amendments to the Articles of Association to the Government of the Republic of Lithuania under the procedures established by the legal acts.

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