1. GENERAL PROVISIONS

1.1. The Trusteeship Council of International Charitable Foundation “Technobridge” (hereinafter "the Trusteeship Council") is an advisory deliberative body the main purpose of which is to facilitate the work and development of International Charitable Foundation “Technobridge” (hereinafter "the Foundation").

1.2. The Trusteeship Council shall act in conformity with Ukrainian Law, the Statute of the Foundation and the present Rules.

1.3. The work of the Trustees is gratuitous.

2. GOALS AND DUTIES OF THE TRUSTEESHIP COUNCIL

2.1. Within the purview of the Trusteeship Council are:

•  Representation of the Foundation before state bodies, enterprises, organizations and institutions including international ones; establishment of the effective interaction with the named organizations;
• Advising on the issues concerning drafting and implementation of the Foundation’s policy in the spheres of science and technology;
• Provision of consultations on the implementation of the Foundation’s target projects and programs.

2.2. The Trusteeship Council shall adopt recommendations on the issues raised in the session. Recommendations shall be subject to consideration in the next session of the Board.

2.3. Recommendations of the Trusteeship Council shall be drawn up in a resolution signed by the Secretary of the Board and shall be reported to the Board.

3. MEMBERSHIP OF THE TRUSTEESHIP COUNCIL AND ITS FORMATION

3.1. On the Trusteeship Council are the representatives of the state organizations (with the consent of such organizations), research and development organizations, higher education establishments and the most authoritative representatives of business.
The quantity of the Trustees shall be reasoned by practical necessity and efficiency of its work and established by resolution of the Board.

3.2. The candidates to the Trusteeship Council are nominated by the Founder of the Foundation, the Chairman of the Trusteeship Council, the Chairman and members of the Board, and shall be discussed in the session of the Board. The Trustees shall be elected by simple majority of votes. The membership of the Trusteeship Council shall be approved by the resolution of the Board.

3.3 The Trustee’s term of office shall not be subject to a limit.

4. THE SESSIONS OF THE TRUSTEESHIP COUNCIL

4.1. The Front Office shall provide organizational and technical support to the Trusteeship Council.

4.2. The Secretary of the Board shall arrange and coordinate co-operation between the Trusteeship Council and the Board, as well as among the Trustees. The Secretary of the Board shall notify the Trustees and invitees about the date, time, place of the session and communicate to everyone concerned the agenda of the session, prepare all necessary documents, record the minutes of the session, settle other issues concerning the Trusteeship Council’s work. In the case the session is held in absentia the Secretary of the Board shall submit the text of the resolution of the session to the Board’s approval.

4.3. The Trusteeship Council shall hold a session as the need arises but at least once a year.

4.4. The session of the Trusteeship Council is to be held by request of the Chairman of the Trusteeship Council, the Chairman of the Board or at least ¼ of the Trustees within 15 working days after submitting such a request to the Front Office.

5. THE PROCEDURE OF THE TRUSTEESHIP COUNCIL’S SESSIONS
 
5.1. The session may be held in the form of meeting or in absentia.

5.2. The Chairman presides over the session of the Trusteeship Council.

5.3. In case the Chairman of the Trusteeship Council is absent the Chairman’s functions shall be exercised by the deputy or another Trustee duly authorized by the Chairman.
The agenda shall be adopted at the beginning of each session.

5.4. The Trustees shall participate in the Trusteeship Council meetings in person.

5.5. The Chairman of the Board is to be present in the session. The members of the Board as well as the representatives of the Front Office and other persons may be invited to attend the session as associates.
 
5.6. The session of the Trusteeship Council is legitimate if there are at least half of members present in it.

5.7. The decisions of The Trusteeship Council are legitimate if they are adopted by the majority of votes of the Trustees present at the current meeting.

5.8. Each Trustee shall have only one vote. The Chairman of the Trusteeship Council shall have a casting vote.

5.9. A Trustee who disagrees with a decision of the Trusteeship Council shall have a right to express his individual opinion which shall be fixed in the resolution of the Trusteeship Council session.

5.10. A summary of the participant’s speech at the Trusteeship Council session, decisions put to voting and results of voting shall be fixed in the minutes of the Trusteeship Council session. The minutes as well as resolution shall be signed by the Secretary of the Board.

5.11. The resolution of the Trusteeship Council session shall be drawn up within 5 days after the session is concluded. Copies of the resolution and extractions from it shall be delivered to the Trustees on their request.

6. CHAIRMAN OF THE TRUSTEESHIP COUNCIL

6.1. The Chairman of the Trusteeship Council shall be elected by the Board of the Foundation for the term of two years and can be reelected.

6.2. The Chairman of the Trusteeship Council shall execute the following functions:

• To nominate candidates to the Trusteeship Council taking into account propositions of the Founder of the Foundation, the Chairman and members of the Board;
• To preside at the meetings of the Trusteeship Council;
• To supervise the implementation of recommendations adopted by the Trusteeship Council;
• To exercise other functions delegated by the Trusteeship Council.

7. RIGHTS AND OBLIGATIONS OF THE TRUSTEES

7.1. The Trustees shall have the following rights:

• To obtain information necessary for the work of the Council from administrative bodies and officials of the Foundation concerning activities of the Foundation.
• To conduct an examination of the projects (programs) of the Foundation and give Trusteeship opinion on those issues;
• To give verbal and written recommendations to the Board on all issues concerning activities of the Foundation;
• To represent the Foundation before the state bodies and local authorities, enterprises, organizations, institutions and individuals.
• To facilitate the cooperation of the Foundation with state, public and other bodies and institutions on the terms approved by the Board;
• To participate in drafting the documents to be adopted by the Foundation;
• To participate in the sessions of the Board;
• To take part in the activities carried out by the Foundation;
• To resign from the Trusteeship Council of his/her own accord at any moment.

7.2. The Trustees shall be obliged:

• To keep to the rules of confidentiality concerning the information of restricted access;
• To abstain from actions that may cause or may lead to an infringement of the Foundation’s rights, interests or assault the Foundation’s reputation.

8. RECOMMENDATIONS OF THE TRUSTEESHIP COUNCIL

8.1. Recommendations of the Trusteeship Council shall be subject to consideration of the administrative bodies of the Foundation.

8.2. While preparing recommendations on the most difficult issues the Trusteeship Council shall have the right to form working groups. The working group may consist of the Trustees, representatives of the public, experts and specialists. The working group is headed by the person appointed executive by the Board.

9. WITHDRAWAL OF MEMBERSHIP IN THE TRUSTEESHIP COUNCIL

9.1. The membership in the Trusteeship Council may be withdrawn by the Board’s decision adopted by simple majority of votes in the following cases:

• Personal request of a Trustee;
• Demand of at least 1/3 of all Trustees to withdraw one’s membership in the Trusteeship Council;
• The Board’s own decision.

10. PROCEDURE OF ALTERATIONS AND AMENDMENTS

10.1. Alterations and amendments to the present Rules shall be adopted by the decision of the Board after approval of the Trusteeship Council.