In accordance with the “Amutot Law,” the corporate structure of any such organization must consist of several mandatory bodies: the General Meeting of Amutot Members, the Amutot Management Committee and the Audit Committee.

The purpose of the existence of these mandatory structural units is to ensure the proper management of Amuta and to ensure its stability.

• General Assembly: an organizational structure in which all members of Amuta who were founding members at the time of registration or admitted to it by the provisions of the Articles of Association participate. The assembly members shall have the right to vote on any matter brought up for discussion; the decisions taken at the assembly shall be binding on all members of Amuta and its officers. Each member of Amuta shall have one vote unless the bylaws provide for veto power for specific members. For example, the Chairman of Amuta may have veto power. Currently, the “Registrar of Associations” approves the adoption of the bylaws with veto clauses under certain conditions and in some instances.
• Executive Committee: the organizational structure solely responsible for the association’s management. It consists of at least two persons from among the members of Amuta, with the first Executive Committee consisting of the founders of Amuta. After that, the general assembly appoints additional committee members. The Executive Committee is an entirely voluntary body; its members cannot be reimbursed in any form (except for compensation and reimbursement of expenses; this will be detailed separately).
• Audit Commission (audit body): an organizational structure whose role is to verify the reliability and legality of Amuta’s activities and those of its structural units and the cost-effective achievement of its objectives. The general assembly also appoints the Commission and must include at least two persons from among the members of Amuta.

There are several existing prohibitions on the behaviour and composition of the Executive Committee and the Audit Committee:

• Prohibition of payment of remuneration to members of the Executive Committee and members of the Audit Committee, whether in the form of salary in cash, in the form of transfers to an account or in any other form.
• Prohibition of duplication of members of the Executive Committee and the Audit Committee: one person may not be a member of both governance structures.
• Prohibition of family ties between a member of the Executive Committee and a member of the Audit Committee. Amuta, which for some reason finds it difficult to appoint an Audit Committee from among its members (lack of Amuta members who are free to engage in this activity or lack of Association members who have the necessary skills and knowledge for this type of activity, etc.), may appoint an audit body outside the Audit Committee and staff it with a paid external accountant (who is not its full-time accountant). His or her role would be only to review the financial statements and not act as an internal auditor. Alternatively, other paid staff, such as a lawyer, tax consultant or a person trained as an internal auditor with at least two years of audit experience, may be hired, subject to the approval of the Registrar of Associations.

Please get in touch with us for legal, tax and professional advice on this matter.