1.1. The Lithuanian Lottery Association (hereinafter referred to as the Association) is an independent, voluntary association operating within the territory of the Republic of Lithuania, established by the Association’s members—legal entities engaged in the organization of lotteries, lottery services, the development and/or production of lottery-related products. In its activities, the Association is guided by the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Law on Associations of the Republic of Lithuania, the Law on Competition of the Republic of Lithuania, other legal acts, and these Articles of Association. The Association is a legal entity with limited civil liability, possessing commercial, economic, financial, organizational, and legal autonomy. The Association maintains accounts at credit, payment, and/or electronic money institutions registered in the Republic of Lithuania, and may also maintain accounts with credit, payment, and/or electronic money institutions registered in foreign countries, in accordance with the procedures established by law. The Association has its own seal, letterhead, and other identifying documents, as well as the freedom of initiative and decision-making provided for by law, as well as the right to receive support and to acquire the status of a beneficiary in accordance with the procedure established by law.
1.2. The Association is liable for its obligations only with its own assets. The Association is not liable for obligations assumed by its members, and members are not liable for the Association’s obligations.
1.3. The Association is a nonprofit organization. Other restrictions on the Association’s activities are established by the Law on Associations of the Republic of Lithuania and other legal acts.
1.4. The name of the Association is Lithuanian Lottery Association.
1.5. The legal form of the Association is that of an association.
1.6. The Association’s fiscal year coincides with the calendar year.
1.7. The duration of the Association’s activities is unlimited.
2.1. The main objectives of the Association’s activities:
2.1.1. to represent the interests of lottery organizers in the Republic of Lithuania;
2.1.2. to coordinate the activities of the Association’s members, representing and defending their interests or serving other public interests.
2.2. In pursuit of its objectives, the Association may:
2.2.1. Implement programs aimed at optimizing the legal framework of the Republic of Lithuania governing the organization of lotteries;
2.2.2. Educate the Association’s members and associate members, representatives of state institutions, and the public about lottery operations; organize conferences, meetings, seminars, internships, and other events in the Republic of Lithuania and abroad;
2.2.3. To represent the interests of the Association’s members and associate members by drafting and submitting to government institutions draft laws, resolutions, orders, and other normative legal acts and programs, as well as comments;
2.2.4. To publish various newsletters, catalogs, advertising materials, and other publications related to lottery operations and the Association’s activities;
2.2.5. To cooperate with other associations in the Republic of Lithuania and abroad, and to maintain professional and business relations with other legal entities, organizations, and their representatives operating in the Republic of Lithuania or abroad;
2.2.6. To collect, compile, and distribute relevant information to the Association’s members, associate members, partners, and the general public;
2.2.7. To represent and defend, by all available legal means, the interests of the Association’s members and associate members before the Government of the Republic of Lithuania and local government institutions and agencies, in related organizations in other countries, in relevant foreign institutions, and in relations with private legal entities and individuals;
2.2.8. To freely disseminate information about its activities in writing, orally, or by other means, and to promote the Association’s objectives;
2.2.9. To purchase and otherwise acquire property necessary for the Association’s activities, as well as to sell, lease, pledge, or otherwise dispose of such property;
2.2.10. To use the Association’s funds to achieve the objectives specified in the Articles of Association;
2.2.11. Allocate funds for charity and aid, health care, culture, science, education, physical education, and sports, as well as for the relief of natural disasters and emergencies;
2.2.12. To hire personnel to carry out the activities and achieve the objectives set forth in the Articles of Association;
2.2.13. To receive funds and other assets from Lithuanian and international public organizations, nongovernmental organizations, foundations, as well as other natural or legal persons, and to receive support;
2.2.14. To set prices, rates, and tariffs for services and contractual work provided to the Association’s members and associate members, except in cases provided for by the laws of the Republic of Lithuania;
2.2.15. To be reorganized or restructured; to act as a founder of other nonprofit legal entities; and to establish branches and/or representative offices, for-profit legal entities and to be a participant in them, except for legal entities whose liability for the obligations of the legal entity is unlimited;
2.2.16. Announce competitions for project development and other competitions related to the Association’s activities;
2.2.17. Establish international relations, exchange delegations, and participate in events in Lithuania and abroad;
2.2.18. Join associations, including international ones, and participate in their activities;
2.2.19. Engage in other activities beneficial to the public.
2.3. The Association operates in the fields of event organization, education, culture, sports, maintaining relations with similar organizations, training, consulting, service provision, publishing, and other areas of activity beneficial to the public, and carries out the following activities:
2.3.1. Analyzes the business environment for lottery organization and its development prospects;
2.3.2. Coordinates the activities of the Association’s member companies—which organize lotteries, provide lottery services, or are engaged in the development and/or production of lottery-related products—in their relations with other companies and organizations;
2.3.3. Maintains contacts with service sector, manufacturing, scientific, and public institutions and organizations in Lithuania and abroad;
2.3.4. Organizes specialized exhibitions, fairs, symposia, conferences, internships, discussions on specific scientific, technical, service provision, and manufacturing issues, and/or training for specialists;
2.3.5. Prepares and submits draft laws, resolutions, orders, and other normative legal acts and programs, as well as proposals and comments, related to the organization of lotteries and other activities of the Association’s members;
2.3.6. Informs members about relevant regulatory acts, organizes commercial and legal consultations, and provides legal defense for members;
2.3.7. Publishes printed materials and audio recordings;
2.3.8. Shapes and promotes the image of the lottery industry;
2.3.9. Provides charitable donations and support;
2.3.10. Leases real estate owned by the Association or held under other rights;
2.3.11. Manages real estate for a fee or under contract;
2.3.12. Buys and sells real estate it owns;
2.3.13. Engages in the retail sale of publications and audio recordings;
2.3.14. Conducts market research, public opinion polls, and advertising;
2.3.15. Provides custom information services;
2.3.16. Engages in activities related to educational services;
2.3.17. Organizes creative, artistic, and recreational activities;
2.3.18. Organizes excursions;
2.3.19. Initiates scientific research.
2.4. The Association maintains accounting records, submits financial and accounting information to government agencies, and pays taxes in accordance with the law.
3.1. Types of membership in the Association:
3.1.1. Member;
3.1.2. Associate Member;
3.1.3. Partner;
3.1.4. Honorary Member.
3.2. A member of the Association may be a legal entity registered in the Republic of Lithuania orabroad, whose primary business activity is the organization of lotteries, the provision of lottery services, and the development and/or production of lottery-related products. A person wishing to become a member of the Association must express this desire in writing to the Association by submitting a corresponding application to the President. Upon the recommendation of the President, the General Assembly of Members shall decide on the admission of a new member to the Association. A person wishing to become a member of the Association must pay the admission fee set by the General Meeting of Members within 10 (ten) business days following the General Meeting of Members’ decision to admit them to the Association.
3.3. An associate member of the Association may be a legal entity registered in the Republic of Lithuania and/or abroad, one of whose business activities is the organization of lotteries, lottery services, or the development and/or production of lottery-related products. Any person wishing to become an associate member of the Association must express this desire in writing to the Association by submitting a corresponding application to the President. Upon the recommendation of the President, the General Meeting of Members shall decide on the admission of an associate member to the Association.
3.4. A partner of the Association may be a legal entity registered in the Republic of Lithuania and/or abroad whose activities are indirectly related to the organization of lotteries, lottery services, and the development and/or production of lottery-related products, as well as government agencies, public institutions, nongovernmental organizations, educational institutions, other associations and organizations. Any person wishing to become a partner of the Association must express their intention in writing to the Association by submitting a corresponding application to the President. Upon the President’s recommendation, the General Assembly of Members shall decide on the Association’s partner.
3.5. An honorary member of the Association may be a natural person recognized by a decision of the General Meeting of Members as having rendered exceptional service to the lottery industry and/or the Association. The candidacy of a person proposed for appointment as an honorary member of the Association shall be submitted to the General Meeting of Members by a member of the Association or by the President. The decision regarding an honorary member of the Association shall be made by the General Meeting of Members.
3.6. The same procedures for admission (except for the exception specified in Article 3.5 of the Bylaws), withdrawal, and expulsion from the Association as apply to members of the Association; however, they are not required to pay an admission fee or membership dues, unless otherwise determined by the General Meeting of Members.
3.7. The minimum number of members of the Association is three.
3.8. All founders of the Association become its members upon registration of the Association’s Articles of Incorporation.
3.9. By resolution of the General Meeting of Members, a legal entity may be granted the right to become a member of the Association, an associate member of the Associationor a partner of the Association, and a natural person may be granted the status of an honorary member of the Association.
3.10. A candidate becomes a member of the Association, an associate member of the Association, a partner of the Association, or an honorary member of the Association upon written confirmation of this status at the General Meeting of Members. New members and associate members of the Association are admitted, partners of the Association are approved, and honorary members of the Association are appointed by a majority of no less than 2/3 of the members present at the General Meeting of Members.
3.10. A candidate who becomes a member of the Association undertakes to comply with the Association’s Articles of Incorporation, pay the Association membership fee on time, preserve the Association’s assets, and uphold the Association’s impeccable image and reputation.
3.12. A candidate who becomes an associate member of the Association, a partner of the Association, or an honorary member of the Association, undertakes to comply with the Association’s Articles of Incorporation, to preserve the Association’s assets, and to uphold the Association’s impeccable image and reputation.
3.13. The amount of the Association’s admission fee, as well as the amount of the membership fee and the procedure for its payment, are not specified in the Articles of Association. They are approved by a resolution of the General Meeting of Members, by a majority of no less than two-thirds of the votes cast by the members of the General Meeting of Members.
3.14. A member of the Association, an associate member of the Association, or a partner of the Association may withdraw from the Association at any time by submitting a written request to the President. The President shall submit this matter for consideration by the General Meeting of Members within 1 (one) month of receiving the request, the President shall submit this matter to the General Assembly of Members for consideration. Members of the Association and associate members of the Association shall be removed from the membership list, and partners of the Association shall lose their status by a resolution of the General General Meeting of Members.
3.15. A member of the Association may be expelled by a resolution of the General Meeting of Members of the Association if:
3.15.1. They fail to comply with the Association’s Articles of Association;
3.15.2. Their activities are incompatible with the Association’s objectives;
3.15.3. Their conduct and/or activities damage the Association’s impeccable image and reputation;
3.15.4. The member has failed to pay the Association membership fee in accordance with the payment procedure established by the General Meeting of Members, after a written reminder from the President was sent to the member and the fee remains unpaid for 1 (one) month from the date the reminder was issued;
3.15.5. If a member of the Association does not participate in the Association’s activities for a period longer than 12 (twelve) months;
3.15.6. In other cases deemed significant by the General Meeting of Members.
3.16. An associate member, partner, or honorary member of the Association may be expelled from the Association by a resolution of the General Meeting of Members if:
3.16.1. They fail to comply with the Association’s Articles of Association;
3.16.2. Their activities are incompatible with the Association’s objectives;
3.16.3. Their conduct and/or activities damage the Association’s impeccable image and reputation;
3.16.4. In other cases deemed significant by the General Meeting of Members.
3.17. A member of the Association, an associate member of the Association, a partner of the Association, or an honorary member of the Association shall lose this status as of the date of the written revocation of such status by the General Meeting of Members. Members of the Association, associate members of the Association, partners of the Association, and honorary members of the Association shall be expelled from the Association by a majority of no less than two-thirds of the votes cast by the members of the General Meeting of Members.
3.18. Upon termination of membership, admission fees, membership dues, or any other funds and assets transferred to the Association by members shall not be refunded.
3.19. A list of all members of the Association must be kept at the Association’s headquarters. Every member of the Association has the right to review this list, who undertakes not to disseminate or disclose information about the Association’s members, except in cases provided for by the laws of the Republic of Lithuania.
4.1. Rights of Association Members:
4.1.1. To participate in and vote at the General Meeting of Members;
4.1.2. To use the services provided by the Association, as well as any discounts and/or benefits available through the Association;
4.1.3. To review the Association’s documents and receive all information available to the Association regarding its activities;
4.1.4. To nominate individuals to the Association’s governing bodies;
4.1.5. To express their opinions and make suggestions regarding the Association’s activities;
4.1.6. To develop and propose programs and projects for the Association’s activities;
4.1.7. To exercise other rights that do not conflict with the laws of the Republic of Lithuania, other legal acts, or the Association’s bylaws;
4.1.8. Withdraw from the Association at any time. In such a case, admission fees, membership dues, or other funds and assets transferred to the Association by members shall not be refunded.
4.2. Obligations of Association members:
4.2.1. To comply with the Association’s Articles of Association;
4.2.2. To pay the membership fee set by the General Meeting of Members in a timely manner;
4.2.3. To participate in General Meetings of Members;
4.2.4. To implement the decisions and resolutions of the General Meeting of Members and other bodies of the Association;
4.2.5. To be tolerant toward other members of the Association and to respect their opinions;
4.2.6. To uphold the Association’s impeccable image and reputation;
4.2.7. To assist in achieving the Association’s objectives and to provide the Association’s bodies with the information necessary to achieve common objectives, except for information that constitutes a trade or production secret;
4.2.8. Comply with other documents adopted by the Association.
4.3. Upon written request by a member of the Association, the Association must, no later than within 10 (ten) business days from the date of receipt of the request, the Association must provide the member with the opportunity to review and/or obtain copies of the following Association documents: the Association’s Articles of Incorporation, annual financial statements, the Association’s activity reports, the minutes of the General Meeting, or other documents formalizing the decisions of the General Meeting of Members, the President and/or other bodies of the Association, lists of Association members, and other documents of the Association.
5.1. Rights of the Association’s associate members, partners, and honorary members:
5.1.1. To participate in the General Meeting of Members without the right to vote;
5.1.2. To express their opinions and make proposals regarding the Association’s activities;
5.1.3. To exercise other rights that do not conflict with the laws of the Republic of Lithuania, other legal acts, or the Association’s Articles of Association;
5.1.4. To withdraw from the Association at any time. In such a case, funds and property transferred to the Association by members shall not be returned.
5.2. Obligations of the Association’s associate members, partners, and honorary members:
5.2.1. To comply with the Association’s Articles of Association;
5.2.2. To implement the decisions and resolutions of the General Meeting of Members and other bodies of the Association;
5.2.3. To be tolerant toward other members of the Association and to respect their opinions;
5.2.4. To uphold the Association’s impeccable image and reputation;
5.2.5. To assist in achieving the Association’s objectives and to provide the Association’s bodies with the information necessary to achieve common objectives, except for information that constitutes a trade or production secret.
6.1. The highest body of the Association is the General Meeting of Members.
6.2. The sole governing body of the Association is the President.
7.1. The General Meeting of Members shall be convened at least once a year, no later than within the first 4 (four) months following the end of the calendar year.
7.2. The President shall notify the Association’s members of the date, time, place, and agenda of the General Members’ Meeting to the Association’s members via email no later than 10 (ten) business days before the date of the meeting. Minutes are taken at General Members’ Meetings. The minutes of the General Meeting of Members shall be signed by all Association members who participated in it.
7.3. A General Meeting of Members may be initiated by the President and/or by at least one-half of the Association’s members.
7.4. The General Meeting of Members:
7.4.1. Amends the Association’s Articles of Association;
7.4.2. Decides on the reorganization and dissolution (reorganization or liquidation);
7.4.3. Decides on the admission of a legal entity as a member, associate member, or partner of the Association, and of a natural person as an honorary member of the Association.
7.4.4. Decides on the expulsion of a legal entity from the Association’s membership, its associate membership, or its partner status, and of a natural person from the Association’s honorary membership.
7.4.5. Sets the Association’s membership initiation fee and annual dues, as well as other special-purpose contributions, fees, and payments;
7.4.6. Appoints and removes the President and sets the President’s salary;
7.4.7. Approves the Association’s annual budget;
7.4.8. Approves the Association’s annual financial statements;
7.4.9. Makes decisions regarding the establishment and dissolution of branches and representative offices, approves their bylaws, and appoints and dismisses the governing bodies of branches and/or representative offices;
7.4.10. Decides on the establishment of other legal entities or on becoming a participant in other legal entities;
7.4.11. Changes the Association’s registered office;
7.4.12. Resolves other matters assigned to the competence of the General Meeting of Members under the Law on Associations of the Republic of Lithuania and these Articles of Association, provided that such matters are not assigned to the jurisdiction of other bodies under the Law on Associations of the Republic of Lithuania and are not, by their nature, functions of other governing bodies.
7.5. All members of the Association have the right to vote at the General Meeting of Members. Each member has one vote at the General Meeting of Members.
7.6. The General Meeting of Members may adopt resolutions when more than half of the Association’s members are present. A resolution of the General Meeting of Members is considered adopted when it receives more “yes” votes than “no” votes from the Association members present at the meeting. The decisions specified in Articles 7.4.1, 7.4.2, 7.4.3, 7.4.4, and 7.4.5 of these Bylaws shall be adopted by a majority of not less than two-thirds of the votes cast by the Association members present at the meeting.
7.7. If there is no quorum at the General Meeting of Members, a repeat General Members’ Meeting shall be convened within 1 (one) month. Association members shall be notified of this in accordance with the procedure set forth in Article 7.2 of these Bylaws no later than 10 (ten) business days prior to the repeat General Meeting of Members, which shall have the right to adopt resolutions on the agenda items of the failed meeting, regardless of the number of Association members present at the meeting.
7.8. A General Meeting of Members may be convened by a court order if it was not convened in accordance with the procedure set forth in these Bylaws and, as a result, a member of the Association or the President has filed a petition with the court.
8.1. The President is the sole governing body of the Association. The President is elected for a term of 4 (four) years. The President shall remain in office until a new President is elected by the General Meeting of Members. The President shall act in accordance with the laws and other legal acts of the Republic of Lithuania, the Association’s Articles of Association, and the resolutions of the General Meeting of Members.
8.2. The President:
8.2.1. Organizes the Association’s activities;
8.2.1. Enters into transactions and acts on behalf of the Association;
8.2.3. Is responsible for organizing the Association’s activities and implementing its objectives;
8.2.4. Hires and dismisses the Association’s employees, enters into employment contracts with them, approves their job descriptions, and sets their salaries;
8.2.5. Supervises the Association’s employees and, within the limits of his or her authority, issues orders regulating the Association’s activities;
8.2.6. Is responsible for the preparation of the annual financial statements;
8.2.7. Prepares and submits the Association’s activity report to the General Meeting of Members;
8.2.8. Coordinates the admission of new members;
8.2.9. Organizes and maintains the Association’s membership records;
8.4.10. Convenes General Meetings of Members;
8.2.11. Notifies Association members of significant events affecting the Association’s activities;
8.4.12. Implements the decisions of the General Meeting of Members, approves activity programs, and organizes events scheduled by the General Meeting of Members;
8.4.13. Prepares amendments to the Association’s bylaws and submits them to the General Meeting of Members for consideration;
8.4.14. Prepares the Association’s activity plans and other documents related to the Association’s activities, and prepares the Association’s annual budget;
8.4.15. Analyzes the Association’s activities and the use of its financial resources, and submits proposals to the General Meeting;
8.2.16. Publishes and organizes the dissemination of the Association’s public information;
8.2.17. Is responsible for submitting data and documents to the Register of Legal Entities of the Republic of Lithuania;
8.2.18. Opens and closes the Association’s accounts at credit institutions, payment institutions, and/or electronic money institutions;
8.2.19. Manages the Association’s funds and assets within the scope of his or her authority;
8.2.20. Is responsible for the effective management of the Association’s resources;
8.2.21. Is responsible for performing other duties assigned to the President under the Law on Associations of the Republic of Lithuania, other legal acts, and these Articles of Association.
8.2.22. Performs other functions that do not conflict with the laws of the Republic of Lithuania, other legal acts, or these Bylaws.
9.1. The Association may own assets necessary for the activities, objectives, and tasks set forth in these Bylaws; such assets may be acquired using the Association’s funds, as well as through donations, inheritance, or other means.
9.2. The Association’s funds consist of:
9.2.1. Membership dues, admission fees, other contributions, and charges paid by Association members;
9.2.2. Funds, other property, and services received as support;
9.2.3. Funds and assets donated by natural and legal persons, or contributed by support organizations, charitable organizations, and support funds, or transferred free of charge for the implementation of programs;
9.2.4. Interest paid by credit, payment, and/or electronic money institutions on funds held with them;
9.2.5. Other lawfully acquired funds and assets.
9.3. The Association’s funds shall be used to achieve the purposes and objectives set forth in these Bylaws. The President accumulates and uses the Association’s funds and assets, and manages and disposes of the Association’s assets within the limits of his or her authority.
9.4. The Association shall use funds received as donations, as well as other non-repayable funds and other assets, for the purposes specified by the donating organization, provided that the organization has specified such purposes. The Association must keep thesefunds in a separate account and must prepare a budget for their expenditure if required by law or if the donor so requests. The Association may not accept funds or other assets if the donor specifies that they be used for purposes other than those set forth in these Articles of Association.
9.5. The Association shall hold its funds in credit, payment, and/or electronic money institutions and shall perform all cash and settlement transactions in accordance with the procedures established by the laws and other legal acts of the Republic of Lithuania.
9.6. The Association maintains accounting records, submits financial, accounting, and statistical information to state institutions, and pays taxes in accordance with the procedures established by the laws and other legal acts of the Republic of Lithuania.
9.7. The Association’s funds and assets may not be distributed to the Association’s members or governing bodies, except as provided for by law.
10.1. By May 1, the President must prepare and submit the Association’s activity report for the previous fiscal year to the annual General Meeting of Members. This report is public. At the request of any natural or legal person, the Association must make this report available to the public at the Association’s headquarters or by other means.
10.2. The Association’s activity report must include:
10.2.1. Information on the Association’s activities in pursuit of the objectives set forth in its Articles of Association:
10.2.2. The number of Association members at the end of the fiscal year;
10.2.3. The number of Association employees at the end of the fiscal year;
10.2.4. Information regarding support received (when providing information about legal entities that provided support, each legal entity that provided support must be listed separately, along with the nature and value of the support provided) and its use.
11.1. The Association has the right to establish branches and representative offices in accordance with the procedure set forth in the laws of the Republic of Lithuania. The name of a branch or representative office must include the name of the Association and, respectively, the word “branch” or “representative office”. There is no limit on the number of the Association’s branches and representative offices.
11.2. Decisions regarding the establishment of the Association’s branches and representative offices, as well as the termination of their activities, shall be made by the General Meeting of Members.
11.3. A branch is a structural unit of the Association that has its own registered office and performs all or part of the Association’s functions, entering into transactions and assuming obligations solely in accordance with the powers granted by the Association. The Association is liable for the obligations of a branch on a subsidiary basis with all of its assets.
11.4. A representative office is a unit of the Association that has its own registered office and performs the activities specified in the laws of the Republic of Lithuania and the regulations of the representative office.
11.5. A branch and a representative office are not legal entities. Their activities are organized and carried out by the head of the branch or representative office.
11.6. The General Meeting of Members, having adopted a resolution to terminate the activities of a branch or representative office, shall appoint a person responsible for carrying out the termination procedure. The decision to terminate the activities of a branch or representative office shall be publicly announced once in a selected national media outlet.
12.1. The Association’s Articles of Association shall be amended by a majority of no less than two-thirds of the votes cast by Association members participating in the General Meeting of Members.
12.2. The revised version of the Association’s Articles of Association shall take effect on the date of their registration in the Register of Legal Entities of the Republic of Lithuania.
12.3. The President is responsible for the registration of the Association’s Articles of Association in the Register of Legal Entities of the Republic of Lithuania.ident.
13.1. Notices and announcements of the Association that must be published publicly in accordance with the law or decisions of the Association’s governing bodies shall be published in the electronic publication “Public Notices of Legal Entities” issued by the State Enterprise Center of Registers, and may also be published on the Association’s website. Other notices are delivered to the individual by email, by certified mail, or by registered mail. The Association’s notices are published in accordance with the deadlines set forth in the laws of the Republic of Lithuania. The President is responsible for the timely dispatch (publication) of notices.
This version of the Articles of Association was signed in 3 (three) copies on July 20, 2018, and shall enter into force upon their registration in the Register of Legal Entities.
Gedimino ave. 45, LT-01109 Vilnius, Lithuania
info@loterijos.lt
Legal entity code 302338936
Acc. No. LT64 7044 0600 0698 1588 | AB SEB bankas
Registered in the Register of Legal Entities of the Republic of Lithuania