MRF Statutes

CHAPTER I

General provisions

1. The Public Enterprise Media Support Fund (hereinafter – the Fund) is a non-profit public legal entity with limited civil liability, operating in the field of public information, performing the functions of administration of state support and other legally acquired funds.
2. The legal form of the Fund is a public body.
3. The activities of the Fund shall be organised in accordance with the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Law on Public Institutions of the Republic of Lithuania, the Law on Public Information of the Republic of Lithuania, other laws of the Republic of Lithuania, the present Statutes and other legal acts.
4. The Fund is set up for an unlimited period.
5. The financial year of the Fund coincides with the calendar year.
6. The Fund shall be entitled to receive donations in accordance with the procedure established by the laws of the Republic of Lithuania.

CHAPTER II

Purpose, scope and functions of the Fund

1. The aim of the Fund is to promote media pluralism, diversity of opinions and national cultures, and accessibility of socially relevant, culturally relevant information in society, including information accessibility for persons with disabilities, by providing state support to producers and/or disseminators of public information, ensuring rational and reasonable use of public funds.
2. The Fund operates in the field of public information management assigned to the Minister of Culture of the Republic of Lithuania.
3. The Fund’s field of activity is the administration of state aid and other legally acquired funds in the field of public information.
4. In pursuit of its objective, the Fund:

1. 1. provides public support for selected projects by public information producers and/or disseminators.
   2. supervises the implementation and financial monitoring of the projects financed;
   3. assesses the impact on society of the results of the projects implemented;
   4. grants to public information producers;
   5. organise and coordinate studies in the field of public information;
   6. each year, prepare and make public, together with the Fund’s activity report, an overview of the progress and results of the projects implemented in the previous year and an overview of the evolution and development of the culture of public information.

CHAPTER III

Fund shareholders

1. The founders and shareholders of the Fund are determined by the Law on Public Information.
2. The founders of the Fund shall become shareholders of the Fund upon transferring their contribution to the Fund in accordance with the procedure laid down by the Law on Public Institutions and these Statutes.
3. A person may become a new shareholder of the Fund or the rights of a shareholder of the Fund may be acquired or transferred only on the basis of the provisions of the Law on Public Information and in the manner prescribed by the laws of the Republic of Lithuania. No sale or other transfer of the rights of a Fund participant may be made contrary to the provisions of the Law on Public Information.
4. All shareholders of the Fund participate equally in the management of the Fund.

CHAPTER IV

Procedure for the transfer of contributions from Shareholders to the Fund

1. Contributions from the Fund’s shareholders may be in the form of cash, tangible or intangible assets.
2. Contributions from the Fund’s shareholders shall be transferred to the Fund in the following order:

1. 1. the money is deposited into the Fund’s payment account with a credit or electronic money institution registered in the Republic of Lithuania;
   2. tangible and intangible assets shall be transferred to the Fund by means of a deed of acceptance and transfer of assets. The deed shall be signed by the person transferring the assets (the founder or shareholder of the Fund) and the Director of the Fund. The assets to be transferred shall be accompanied by a valuation report on the assets, which must be drawn up at least 6 months before the transfer of the assets to the Fund. The valuation of the assets shall be carried out at the expense of the owner of the assets to be transferred.

1. The shareholders of the Fund and the value of their contributions shall be recorded in the records of the Fund and the shareholder shall be issued with a document certifying the value of his/her contributions. In the event of additional transfers of contributions from a Unitholder to the Fund, the entries in the Fund’s records and the documents evidencing the value of the Unitholder’s contributions shall be amended accordingly.

CHAPTER V

Bodies of the Fund

1. The organs of the Fund are:

1. 1. general meeting of shareholders;
   2. The Director of the Fund is the single-person governing body;
   3. The Fund Council is a collegiate body.

SECTION 1

Competence, convening and decision-making procedures of the General Meeting of Shareholders

1. The competence of the General Meeting of Shareholders is not different from that of the Law on Public Bodies. Nor does the general meeting of shareholders:

1. 1. approve the Fund’s strategy, and consider the Fund’s strategic action plan;
   2. establishes the criteria for evaluating the Fund’s activities, evaluates the activities of the Fund and the Fund Council, and approves the Fund’s activity report, which provides an overview of the progress and results of the projects implemented and an overview of the evolution and development of the culture of public information;
   3. approve the report on the allocation and use of the Fund’s budget;
   4. approves the structure of the Fund’s administration and the list of posts of the administrative staff;
   5. approve the regulations governing the open competition for the Director of the Fund, and launch the open competition for the post;
   6. select, appoint and dismiss the Director of the Fund by public tender, and determine his/her remuneration and other terms and conditions of employment;
   7. approve the job descriptions and qualification requirements for the Director of the Fund and other staff members of the Fund’s administration who are selected by competition;
   8. evaluate the performance of the Director of the Fund in accordance with the procedure laid down in these Statutes, promote him/her and decide on breaches of professional duties;
   9. approve the composition of the Fund Board and determine the remuneration of the members of the Fund Board;
   10. 19.10.approves the list of experts selected by the Fund Board, the rules of procedure, and determines the payment of experts;
   11. 19.11.approve the forms of declaration of impartiality and pledge of confidentiality for the members of the Fund Board and experts;
   12. 19.12.approve other programmes prepared by the Council of the Fund, not provided for in the Law on Public Information, under which the Fund grants support to projects and activities of producers and/or disseminators of public information;
   13. 19.13.approve the list of the Fund’s confidential information and the procedures for its use;
   14. 19.14.decides whether the Fund should become a founder or participant in other legal entities;
   15. 19.15.decides on the establishment and termination of the Fund’s branches or representative offices, approves the regulations of the Fund’s branches or representative offices, and appoints and dismisses the heads of the Fund’s branches or representative offices;
   16. 19.16.decides on other matters falling within the competence of the General Meeting of Shareholders under the Law on Public Institutions and other legal acts.

1. The General Meeting of Shareholders shall be valid if at least 2/3 of the Shareholders of the Fund holding a vote at the General Meeting of Shareholders are present. Decisions of the General Meeting of Unitholders shall be adopted by a majority of not less than 2/3 of the votes of the Unitholders of the Fund present at the meeting, except for decisions on the reorganisation of the Fund and approval of the terms of reorganisation, the restructuring of the Fund, the liquidation of the Fund or the withdrawal of the Fund, the amendment of the Fund’s Articles of Association, and the decisions referred to in sub-points 19.14 and 19.15 of these Articles of Association, which shall be taken by a majority vote of all the Unitholders of the Fund.
2. At the General Meeting of Shareholders, the Fund’s shareholders shall participate through their authorised representatives. A Fund’s Unitholder may be represented at the General Meeting of Unitholders only by its employees or by members of its governing bodies acting within the scope of the rights and duties conferred on them by law and by the Fund’s constituent documents, as well as by any other persons in accordance with the procedure established by law. Each shareholder of the Fund shall have one vote. Voting at the General Meeting of Shareholders shall be open.
3. The Director of the Fund and the members of the Fund Board may attend the General Meeting of Shareholders without voting rights. Other persons may attend the General Meeting of Shareholders if the Shareholders of the Fund agree.
4. The Annual General Meeting of Shareholders shall be held each year no later than 30 April of the current year.
5. The right of initiative to convene a General Meeting of Shareholders shall be vested in:
   1. Fund Director;
   2. Fund shareholder(s);
   3. at least half of the members of the Fund Board.
6. The General Meeting of Shareholders shall be convened by the Director of the Fund at least 10 calendar days before the date of the meeting. The Director of the Fund shall send by e-mail a notice to the shareholders of the Fund of the convening of the General Meeting of Shareholders, indicating the agenda, time and place of the General Meeting of Shareholders. The notice shall be accompanied by the material and draft decisions on the matters to be discussed.
7. If a General Meeting of Shareholders is convened on the initiative of a Shareholder(s) of the Fund or the members of the Board of the Fund, they shall submit to the Director of the Fund a request to convene a General Meeting of Shareholders, the agenda and the material of the issues to be discussed, as well as the date, time and place of the meeting. The Director of the Fund shall convene the General Meeting of Shareholders convened at the initiative of the shareholder(s) of the Fund within 3 working days, and at the initiative of the members of the Board of Directors of the Fund – within the time limit set out in Clause 25 of these Statutes.
8. General Meetings of Shareholders and the decisions taken thereat shall be recorded in writing in the minutes of the General Meeting of Shareholders. The minutes of the general meeting of shareholders shall be signed by the chairman of the general meeting of shareholders and by a secretary appointed by the Director of the Fund. The minutes of the General Meeting of Shareholders shall be drawn up within 5 working days.
9. The General Meeting of Shareholders may be held remotely by means of electronic communication.

SECOND SECTION

Competence, functions and constitution of the Fund Board

1. The Council of the Fund is the collegiate body of the Fund, which takes decisions on the allocation of public support from the Fund.
2. The Fund Council:

1. 1. select the Fund’s experts by public tender to provide the Fund’s Council with opinions on the financing of projects, and lay down the rules for the selection of these experts;
   2. decides on the allocation of public support from the Fund to producers and/or disseminators of public information, in accordance with the programmes (priority areas) set out in the Law on Public Information and approved by the General Meeting of Shareholders;
   3. taking into account the priorities of the development and expansion of the culture of public information and the priorities of strengthening information security and public resilience, prepare other programmes, not provided for in the Law on Public Information, under which the Fund provides state support to producers and/or disseminators of public information and submit them to the General Meeting of Shareholders for approval;
   4. in the event of war, a state of emergency, a national emergency or a mobilisation, shall take a reasoned decision to support, as a matter of priority, the projects of producers and/or disseminators of public information aimed at strengthening the information security and resilience of society;
   5. approve the rules of procedure of the Fund Board.

1. The Fund Board shall be composed of 10 members appointed by the organisations referred to in the Law on Public Information, who shall submit to the Fund a curriculum vitae of the proposed appointee, including the person’s fulfilment of the eligibility requirements for Fund Board members laid down in the Law on Public Information.
2. A member of the Board of the Fund shall not be approved if the General Meeting of Shareholders determines that he or she does not meet the requirements laid down in the Law on Public Information. In such a case, the Director of the Fund shall, within 15 calendar days, request the organisation that appointed the person to the Fund Board to appoint another person to the Fund Board who fulfils the requirements laid down in the Law on Public Information. The request for the appointment of another person to the Fund Board shall be accompanied by the decision of the General Meeting of Shareholders. If the organisation fails to nominate another person to the Fund Board within the time limit set from the receipt of the request, the General Meeting of Shareholders may approve the composition of the Fund Board without a representative nominated by that organisation.
3. The composition of the Fund Board is approved by the General Meeting of Shareholders for a term of 4 years. The term of office of the Fund Board shall start from the date of approval of the composition of the Fund Board by the General Meeting of Shareholders, including in the event that the composition of the Fund Board is not fully approved. The Fund Council shall remain in office until the new composition (term of office) of the Fund Council is approved. At least 2 months before the end of the term of office of the Fund Board, the Fund Director shall contact the nominating organisations for the appointment of new members to the Fund Board.
4. The Fund Council shall act and take decisions subject to the approval of at least 7 of its members.
5. A person may not serve more than two consecutive terms as a member of the Fund Board. If a person has been a member of the Fund Council for more than half of the term of office, this period shall be equivalent to one term of office on the Fund Council.
6. The mandate of a member of the Board of the Fund shall terminate on the grounds laid down in the Law on Public Information.
7. If the term of office of a member of the Fund Board expires before the term of office of the Fund Board, a new member of the Fund Board shall be appointed for the remainder of the term of office of the Fund Board.
8. The Fund Council shall elect from among its members, for the duration of its term of office, a Chairperson of the Fund Council and a Deputy Chairperson, who shall replace the Chairperson of the Fund Council when the latter is temporarily prevented from attending to his or her duties for important reasons. If, for important reasons, neither the Chairperson nor the Vice-Chairperson of the Fund Board is able to preside over a meeting, a member of the Fund Board shall be appointed by a decision of the Fund Board to preside over that meeting.
9. Before taking up their duties, the members of the Fund Board shall be required to submit a declaration of impartiality and sign a confidentiality pledge, and to declare their private interests in accordance with the procedure laid down by the Law on the Harmonisation of Public and Private Interests of the Republic of Lithuania.
10. The format of the Fund Board is meetings. Meetings shall be convened by the Chairperson of the Fund Board on his/her own initiative or at the request of at least three members of the Fund Board. Information on the scheduled meetings and their agenda shall be published on the Fund’s website.
11. Meetings of the Fund Board shall be deemed to be lawful if the number of members of the Fund Board provided for in Clause 34 of these Statutes is present. Decisions of the Fund Board shall be taken by open ballot by a majority of not less than 5 Fund Board members. In the event of a tied vote, the vote of the Chairperson of the Fund Board meeting shall prevail.
12. Minutes shall be taken of the meetings of the Fund Board and the decisions taken thereat. The minutes of the Fund Board meeting shall be signed by the Chairperson of the Fund Board, or by another member of the Fund Board who chairs the meeting, and by the Secretary of the meeting. The minutes of the Fund Board meeting shall be drawn up no later than 5 working days after the Fund Board meeting.
13. A meeting of the Fund Board may be held remotely by electronic means.
14. Members of the Fund Board shall be remunerated for their attendance at meetings of the Fund Board in accordance with the procedure laid down by the General Meeting of Shareholders.
15. The working procedure of the Fund Council shall be governed by the Law on Public Information, these Statutes and the Rules of Procedure of the Fund Council approved by the Fund Council.
16. The financial, economic and material services of the Fund Council are provided by the Fund’s administration.
17. The Fund Board shall take decisions on the allocation of funds only after assessing the experts’ reports. In cases where the Fund Council does not take into account the experts’ conclusions, the Fund Council’s decision and the reasons for it shall be set out in the minutes of the Fund Council meeting. The Fund Board’s decisions on the allocation of funds shall be made public on the Fund’s website. The expert evaluations and abridged descriptions of the projects evaluated shall be published together with the Fund Board’s decisions.
18. The list of experts selected by the Fund Board is approved by the General Meeting of Shareholders. The list of the Fund’s experts, including the name of the expert, shall be made publicly available on the Fund’s website prior to the start of the peer review.
19. The selected experts are approved for a 2-year term of office. The same person may not be approved as a Fund Expert for more than two consecutive terms.
20. The Fund’s expert must be of impeccable repute, have a university degree, at least 5 years of operational, academic or professional experience in the fields of public information, culture, education, science, human rights or other fields, as well as the specific knowledge, skills and competences required. A person shall not be considered to be of good repute if he/she fulfils at least one of the criteria laid down in the Law on the Civil Service of the Republic of Lithuania for not being considered to be of good repute.
21. State officials, civil servants and persons equal to them, politicians, civil servants of political (personal) trust, members of the European Parliament, members of the Council of the National Radio and Television of Lithuania, members of the Lithuanian Radio and Television Commission, employees of the Fund’s administration or persons close to them as defined in the Law on the Harmonisation of Public and Private Interests, managers of public information producers and (or) disseminators, members of governing bodies, heads of associations, journalists’ organisations, and heads of other bodies established by the mass media and other creative organisations, are not allowed to be the experts of the Fund.
22. Before taking up their duties, the Fund’s experts are required to make a declaration of impartiality and sign a confidentiality undertaking, and to declare their private interests in accordance with the procedure laid down in the Law on the Harmonisation of Public and Private Interests.
23. The activities of the Fund’s experts are governed by the Rules of Procedure of the Fund’s experts, which shall be approved by the General Meeting of Shareholders.

SECTION THREE

Procedures for the appointment and dismissal of the Director of the Fund, his/her competences

1. The Director of the Fund shall be selected, appointed and dismissed by the General Meeting of Shareholders through a public competition. For the selection of the Director of the Fund, a selection board of at least 5 members shall be set up by decision of the General Meeting of Shareholders. Each shareholder shall appoint a representative to this panel, the remaining members of the panel shall be selected by consensus of the shareholders of the Fund and, in the absence of consensus, the members of the panel shall be approved by a majority of at least 2/3 of the shareholders of the Fund. Information on the open competition for the Director of the Fund shall be published on the Fund’s website and, where appropriate, in other public information media.
2. The Director of the Fund shall be a person who meets the requirements laid down in the Law on Public Information.
3. The Director of the Fund is appointed for a term of 5 years. A person appointed as a Director of the Fund may not serve for more than two consecutive terms. The Director of the Fund shall have an employment contract signed by a person authorised by the General Meeting of Shareholders.
4. Fund Director:

1. 1. organises the Fund’s activities, establishes the Fund’s internal rules of procedure, ensures the fulfilment of the Fund’s functions as laid down in the Law on Public Information, and manages the Fund’s administration;
   2. recruiting, dismissing, concluding and terminating employment contracts, promoting and deciding on breaches of employment obligations;
   3. act on behalf of the Fund in its relations with other natural and legal persons and enter into transactions with them. If the amount of the transaction exceeds EUR 10 000, the Director of the Fund must obtain the approval of the General Meeting of Shareholders for such transaction. The approval of the General Meeting of Shareholders shall not be required for the conclusion of the agreements provided for in sub-paragraph 57.4 of these Statutes;
   4. signing contracts with public information producers and/or disseminators selected through a competitive procedure for the allocation of public support from the Fund, and monitoring the implementation of these contracts;
   5. Open and close accounts with credit institutions or electronic money institutions on behalf of the Fund;
   6. represent the Fund before state and municipal institutions and bodies, in court, in arbitration, and in relations with other natural and legal persons;
   7. prepares and submits to the General Meeting of Shareholders for approval the Fund’s strategy, the criteria for evaluating the Fund’s performance, the Fund’s activity report and annual financial statements, the report on the allocation and use of the Fund’s budget, and other documents relating to the activities of the Fund and strategic planning;
   8. submit to the Seimas of the Republic of Lithuania by 1 April of each year at the latest a report on the allocation and use of the Fund’s budget approved by the General Meeting of Shareholders;
   9. publish on the Fund’s website, no later than 1 April each year, the report on the Fund’s activities for the previous year, the set of annual financial statements and the report on the allocation and use of the Fund’s budget, as approved by the general meeting of shareholders;
   10. 57.10.adopt the orders governing the Fund’s activities;
   11. 57.11.carry out the decisions of the General Meeting of Shareholders and the tasks assigned to it.

1. The Director of the Fund is responsible for:
   1. Efficient use and protection of the Fund’s assets;
   2. organisation of accounting in accordance with the Financial Accounting Law of the Republic of Lithuania;
   3. drawing up the financial statements, the activity report and the report on the allocation and use of the Fund’s budget;
   4. convening a general meeting of shareholders;
   5. accounting for shareholders;
   6. submitting data and documents to the Register of Legal Entities and other public information resources;
   7. notifying the Fund’s Unitholders of events of material significance to the Fund’s activities;
   8. providing information to the public on the Fund’s activities;
   9. publication of public notices;
   10. any other action provided for by law and these Statutes.
2. The General Meeting of Shareholders shall evaluate the performance of the Fund’s Director by 31 March each year, taking into account the performance achieved by the Fund’s Director during the evaluation period and his/her competences in the performance of his/her duties as a Director of the Fund (organisation; credibility and accountability; strategic approach and foresight; analysis and justification; performance management; communication and information management; proactivity and innovation; human resource management; creation of value for the society; leadership).
3. The performance evaluation of the Director of the Fund shall be carried out in the following order:
   1. no later than 1 February, the Director of the Fund shall evaluate his/her performance and submit this evaluation, together with the results of his/her activities and a draft of his/her tasks for the following year, to the General Shareholders’ Meeting and the Fund Board;
   2. no later than 1 March, the Fund Board evaluates the performance of the Fund Director and submits its evaluation to the General Meeting of Shareholders;
   3. At the General Meeting of Shareholders, each shareholder gives a score from 1 to 10 to the performance of the Fund’s Director. The overall average of the shareholders’ evaluations of the Fund shall be calculated:
      1. 4.3.A.if the average score is between 1 and 4, the performance of the Fund’s Director is rated unsatisfactory;
      2. 4.3.B.if the average score is between 5 and 6, the performance of the Fund’s Director is considered satisfactory;
      3. 4.3.C.if the average score is between 7 and 8, the performance of the Fund’s Director is considered good;
      4. 4.3.D.if the average score is between 9 and 10, the performance of the Fund’s Director is rated as very good;
4. The General Meeting of Shareholders may take one of the following decisions after assessing the performance of the Director of the Fund:
   1. if the performance of the Fund Director is assessed as very good, the General Meeting of Shareholders shall increase the remuneration coefficient of the Fund Director or make a lump sum payment of up to 100% of the remuneration without changing the remuneration coefficient;
   2. if the performance of the Fund’s Director is assessed as good, the General Meeting of Shareholders decides not to change the legal status of the Fund’s Director;
   3. if the performance of the Fund Director is satisfactory, the General Meeting of Shareholders shall reduce the remuneration coefficient of the Fund Director;
   4. if the performance of the Fund Director is unsatisfactory, the General Meeting of Shareholders shall dismiss the Fund Director from his/her position.
5. If the Fund Director has been found to have committed an irregularity in the last 12 months, the General Meeting of Shareholders cannot rate the performance of the Fund Director highly.

CHAPTER VI

Procedures for the establishment and closure of branches and representative offices of the Fund

1. The Fund may have its own branch(s) or representative office(s).
2. Decisions to establish branches or representative offices of the Fund, to terminate their activities, as well as the regulations of the branches and representative offices of the Fund, shall be adopted, and the heads of the branches and representative offices shall be appointed and dismissed by the General Meeting of Shareholders.

CHAPTER VII

Procedure for the provision of documents and other information to Unitholders on the activities of the Fund

1. If a Unitholder of the Fund requests the documents of the Fund in writing, the documents shall be made available to the Unitholder, or shall be made available during the Fund’s business hours at its registered office or at any other place where the documents are kept, no later than 3 working days after the date of receipt of the request. Copies of the Fund’s documents may be sent to the Fund’s shareholders by registered letter to the addresses they have indicated, by electronic means or by hand delivery.
2. The Fund’s documents, copies or other information shall be made available to shareholders free of charge.
3. If confidential information is provided to a Unitholder of the Fund, this shall be stated when such information is provided. The unlawful disclosure of confidential information provided shall render the Fund’s shareholders liable in accordance with the procedure established by the laws of the Republic of Lithuania.

CHAPTER VIII

Procedures for the publication of public notices and advertisements

1. The Fund’s notices to be made public shall be published, in the cases provided for by the legislation, in the electronic publication published by the State Enterprise Centre of Registers, in the section “Public notices of legal entities”.
2. Other communications from the Fund to its members and other interested persons shall be sent by registered letter to the addresses indicated by them, by electronic means or by hand delivery.
3. The Director of the Fund shall be responsible for the timely dispatch of notices or for the delivery of notices by hand.

CHAPTER IX

Procedure for making information on the Fund’s activities available to the public

1. The report on the activities of the Fund shall be submitted to the Register of Legal Entities and published on the Fund’s website no later than 5 working days after the Ordinary General Meeting of Shareholders.
2. Information on the activities of the Fund, which shall be made available to the public and determined by the General Meeting of Shareholders, shall be published on the Fund’s website and, where appropriate, in other means of public information.
3. Third parties may consult the Fund’s activity report and other information on the Fund made available to the public at the Fund’s registered office during the Fund’s working hours.
4. The Director of the Fund shall be responsible for the provision of information to the public and for the publication of information on the Fund’s activities.

CHAPTER X

Procedure for amending the Statutes of the Fund

1. The Statutes of the Fund may be amended in accordance with the procedure set out in point 20 of these Statutes.
2. The amended Statutes of the Fund shall be signed by the person authorised by the General Meeting of Shareholders which took the decision.
3. The amended Articles of Association of the Fund must be registered in the Register of Legal Entities within 6 months from the date of their signature.