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Charter ACORT

APPROVED
By the General Meeting of founders
Minutes No. 1 of November 1, 2001


with amendments and additions
approved by the General Meeting of members
Minutes No.5 dated May 20, 2003


with amendments and additions,
approved by the General Meeting of members
Minutes No. 7 of September 7, 2004


with amendments and additions
approved by the General Meeting of members
Minutes No. 9 of February 16, 2006


with amendments and additions
approved by the General Meeting of members
Minutes No. 12 dated April 26, 2007


with changes
approved by the Extraordinary General Meeting of members
Minutes No. 31 dated December 22, 2015

Section I. GENERAL PROVISIONS

1.1. Retail Companies Association of (hereinafter referred to as the “Association”) is a corporate not-for-profit organization established on the basis of voluntary membership of legal entities for representation and protection of common, and inter alia, professional interests, to achieve socially useful purposes not to be in conflict with law and subject to non-commercial nature of it purposes.
 

1.2. The Association is established in the form of association in accordance with the Civil Code of the Russian Federation, the Federal Law “On Not-for-Profit Organizations” and other laws and regulations of the Russian Federation.
 

1.3. The Association is established for a perpetual term.
 

1.4. The full name of the Association in Russian is as follows: Ассоциация Компаний Розничной Торговли.
 

1.5. Abbreviated name of the Association in Russian: АКОРТ.
 

1.6. Full name of the Association in English is as follows: Retail Companies Association.
 

1.7. Abbreviated name of the Association in English: RCA.
 

1.8. The registered office of the Association is located in Moscow.
 

Section II. LEGAL STATUS OF THE ASSOCIATION

2.1. The legal status of the Association is determined by the Civil Code of the Russian Federation, the Federal Law “On Not-for-profit Organizations”, by other laws and regulations of the Russian Federation and by this Charter.
 

2.2. The Association is a legal entity with effect from  state registration in the manner prescribed by laws.
 

2.3. The Association is a not-for-profit organization, generation of profits is not its core purpose and it shall not distribute generated profits between the Association members.
 

2.4. The Association has its separate property and shall be liable for its obligations, it may have civil rights and assume civil-law obligations to be consistent with the purposes and business objects of the Association, as stipulated by the Charter of the Association, and may act as a plaintiff or a defendant in courts.
 

2.5. The Association may open bank accounts in the Russian Federation and outside of its territory in the established manner.
 

2.6. The Association is the owner of its property. The Association is liable for its obligations with the limit of the value of its assets owned. The Association shall not be liable for obligations of its members, unless otherwise is provided for by laws. The Association members shall not be liable for its obligations, except for the instances, where subsidiary liability is established by law or by the Charter for the Association members.
 

2.7. The Association members shall incur a subsidiary liability for obligations of the Association in the amount fixed by the General Meeting of the Association members.
 

2.8. The Association has a round seal bearing its full name in Russian. The Association may have stamps and letterheads bearing its name.
 

2.9. The Association has a logo bearing “AKOРТ” name, being the abbreviated name of the Association in Russian and made in blue color. To the right from the word “АКОРТ” are gray and blue blocks superposed on each other on 37% of their area. Under the word “АКОРТ” the full name of the Association is written in Russian: АССОЦИАЦИЯ КОМПАНИЙ РОЗНИЧНОЙ ТОРГОВЛИ (in two lines) or in English: RETAIL COMPANIES ASSOCIATION.
 

2.10. To achieve the purposes set out in subcl. 3.1 hereof the Association may participate in other legal entities, incorporate other legal entities in accordance with the applicable laws of the Russian Federation.
 

2.11. The Association may establish branches and may open representative offices within the territory of the Russian Federation.
 

Branches and representative offices of the Association shall carry out activities on behalf of the Association on the basis of their Regulations.
 

Branches and representative offices of the Association shall be vested with property to be accounted for both in their separate balance sheets and in the balance sheet of the Association.
 

A head of a branch or a head of a representative office of the Association shall act on the basis of the Regulations and a power of attorney granted by the Association.
 

The Association shall be liable for activities of its branches and representative offices.
 

Section III. PURPOSES, SUBJECT AND OBJECTS OF THE ASSOCIATION

3.1. The purposes of the Association activities are as follows:
 
  • to coordinate entrepreneurial activities of the Association members for formation of civilized trade market in the Russian Federation;
  • to represent and protect interests of the Association members;
  • to facilitate the development and efficient implementation of economic and social policies to be in line with professional interests of the Association members;
  • to promote counteraction against monopoly and unfair competition in retail sector;
  • to promote the development of retail trade enterprises, building civilized market relationships and implementation of good practices in retail sector;
  • to facilitate creation of favorable economic and financial conditions for trade and for development of trade operators up to the level of the global leading companies;
  • to establish an advanced retail trade regulation system to be based on the balance of economic interests of the consumer market participants;
  • to effect representation and protection of the interests of the Association members in international organizations.


The objects of the Association activities is achievement of the statutory objectives of the Association.


3.2. To achieve the objects set out in subcl. 3.1. hereof the Association shall carry out the following activities:
 

  • mobilization of intellectual, financial and organizational resources of the Association members for efficient realization of their professional interests and for formation of customary business practices in retail sector;
  • organization of legal protection of the Association members to facilitate the increase of their competitive capacity in the domestic and foreign markets;
  • organization of information, consulting assistance and guidance to the Association members;
  • development and creation of information systems to facilitate the efficient operation of the Association members;
  • representation of the Association’s interests before governmental authorities and local administration authorities;
  • assistance in organization of the system for pre-trial settlement of disputes between the subjects of the consumer market;
  • organizing and holding conferences, exhibitions and other events for the interests of the Association members;
  • surveying and summing up the operational experience accumulated by retail companies;
  • preparation and implementation of propositions for development of self-regulatory mechanisms in the retail sector;
  • promotion of development of the system of education and training for retailers staff in the Russian Federation, participation in development and implementation of programs in this field;
  • assisting in professional development of retailers staff and assisting in organizing and conducting of professional training sessions;
  • development and implementation of activities targeted to create mutual trust, contacts between the Association's members to be maintained, improve reliability and personal integrity, to reinforce business partnership in the Association;
  • development of international cooperation with commercial and not-for-profit organizations, business relationship for the successful implementation of the statutory purposes of the Association;
  • organization of statistical and analytical data processing, conducting market surveys dedicated to the topics of concern for the Association;
  • assisting the Association members and other interested parties in consolidation of resources for delivery of joint projects targeted on achievement of the Association statutory purposes;
  • dissemination of information about activities of the Association and its members’ activities;
  • engagement in publishing business within the scope of the statutory activities of the Association.


3.3. The Association may engage in income-generating activities solely for its statutory purposes and if such activities are not in conflict with such purposes.
 

Section IV. MEMBERSHIP WITH THE ASSOCIATION, RIGHTS AND OBLIGATIONS OF THE ASSOCIATION MEMBERS

4.1. Membership with the Association is open for legal entities engaged in retail and (or) cash-and carry trade, and to associations of such persons (registered as legal entities in the manner prescribed by laws), who recognize this Charter and comply with requirements hereof.
 

4.2. The Association members are its founders and legal entities admitted to the Association after its state registration, who pay membership fees and comply with provisions of this Charter.
 

4.3. The Association members have equal rights and responsibilities.
 

4.4. A person willing to join the Association (hereinafter referred to as the “nominee”) must meet the requirements established by this Charter for the Association members.
 

4.5. The procedure established for admission of nominees to the Association as members.
 

4.5.1. To join the Association a nominee shall submit the application to the Association office to the attention of the President of the Association Presidium with attached documents listed  in the Regulations of membership with the Association;
 

4.5.2. The Association Presidium no later than within thirty (30) calendar days of the date of the application submitted by the nominee for admission to the Association with enclosed documented listed in the Regulations of the Association membership, shall review the said  application and resolve on admission to the Association or shall reject the application for admission to the Association with a reasonable substantiation of such decision;
 

4.5.3. resolutions passed by the Presidium of the Association in accordance with subclause 4.5.2. of this Charter, shall be reflected in the minutes of the meeting of the  Association Presidium and shall be communicated to the nominee no later than within ten (10) calendar days of the date of such resolutions approved in the form of an extract from the appropriate minutes of a meeting of the Association Presidium sent to the registered address of the nominee, who has submitted the application;
 

4.5.4. a nominee shall be obligated within seven (7) calendar days of the date of receipt of documents acknowledging its membership with the Association, such documents been referred to in subclause 4.5.3 hereof,  to pay the entry (one-off) membership fee;
 

4.5.5. an applicant shall be recognized to have been admitted to the Association after the appropriate resolution passed by the Association Presidium and the membership fee paid.
 

4.6. The Association shall maintain a register of the Association members.
 

4.7. The Association members are entitled to:
 

  • participate in management of the Association affairs;
  • in the instances and in the manner prescribed by applicable laws and by the Charter of the Association, to obtain information about the Association's activities and to review its accounting and other documentation;
  • to appeal against resolutions of the Association bodies entailing civil-law consequences in the instances and in the manner prescribed by laws;
  • on behalf of the Association to claim reimbursement of losses caused to the Association;
  • acting on behalf of the Association to challenge transactions effected by the Association, on the grounds set out in Article 174 of the RF Civil Code or established by corporations laws governing some particular forms of incorporation, and to demand to apply the legal consequences of their invalidity, as well as to demand application of legal consequences of invalidity of void transactions;
  • on similar terms applicable to other members of the Association to use its services at no cost, unless otherwise is stipulated by the applicable laws;
  • at its own discretion to withdraw from the Association at any time;
  • to propose appropriate items be included into the agenda of the General Meeting of the Association members in the manner prescribed by this Charter;
  • to use membership with the Association, and inter alia, to use the Association logo in informational materials to be placed;
  • to use analytical and informational materials of the Association;
  • to use the priority right to use the information system of the Association, the priority right to participate in the activities and events held by the Association.


4.8. The rights of the Association members may not be transferred to third parties. Membership with the Association may not be alienated.


4.9. The Association members are obligated to:
 

  • to participate in the formation of the Association property to the extent required and in the manner and by the deadlines stipulated by the RF Civil Code, by other laws or by the Charter of the Association;
  • to keep confidential information about the Association activities from disclosure;
  • to participate in passing corporate resolutions, without which the Association cannot continue its activities under applicable laws if such participation is necessary for such resolutions to be passed;
  • to withhold from acts deliberately targeted to causing harm to the Association;
  • to withhold from acts (omissions) causing material hindrances or making it impossible to achieve the purposes for which the Association is established;
  • to pay the membership fees stipulated by the Charter and in pursuance with the resolution passed by the General Meeting of the Association members to pay additional contributions to the property of the Association;
  • to  contribute to the successful activities of the Association, to conscientiously carry the resolutions of the Association's managing bodies into effect;
  • to implement resolutions passed by the Association bodies in accordance with their competence;
  • to incur liability established by the Russian Federation laws and by the provisions of this Charter for any failure of any member to perform the such member’s responsibilities, and inter alia, for a failure to pay or for untimely payment of membership fees, as well as for a damage caused to the Association.


4.10. A damage caused to the Association as a result of acts or omissions of a member of the Association shall be compensated in full amount on the basis of appropriate resolution passed by the General Meeting of the Association members. The Association Presidium shall determine the amount of damage caused to the Association and shall submit appropriate propositions for reimbursement of such damage for consideration to the General Meeting of the Association members. A General Meeting of the Association members shall resolve on the form and deadlines for reimbursement of the said damage.
 

4.11. A member of the Association, who is found guilty in having caused a damage to the Association, shall be obligated to compensate such damage to the Association in the form and by the deadlines established by the General Meeting of the Association members.
 

4.12. A member of the Association may voluntarily terminate membership with the Association at any time, at its own discretion, by submission of appropriate application to the Chairman of the Association Presidium.
 

Not later than within three months of a member’s withdrawal from the Association (hereinafter referred to as the “applicant”), the Association shall be obligated to:
 

1) effect settlements with the applicant under agreements entered into with the Association (if any such agreements exist);
 

2) determine the procedure for performance of obligations earlier assumed by the applicant in relation to other members and in relation to the Association;
 

3) to resolve other issues related to the applicant's withdrawal from the Association;
 

4) to approve a resolution at the meeting of the Association Presidium for withdrawal of the applicant from the Association.
 

The date of termination of membership with the Association by way of a voluntary withdrawal is the date of the withdrawing member’s application received by the Association Presidium.


4.13. A member of the Association may be expelled from the Association in the manner prescribed by this Charter for the following reasons:

  • a repeated (two (2) or more times within a calendar year) failure to comply or improper compliance by a member of the Association with requirements set out herein, resolutions of the General Meeting of the Association members, Regulations of membership with the Association;
  • a breach of ethical standards, as well as hindrances caused by a member to normal activities of the Association by such member’s acts or omissions;
  • a breach of the procedure for payment of the membership fee established by the General Meeting of the Association, and inter alia, a failure to meet the deadline for payment of such fee two (2) consecutive times;
  • concealment of information by a member of the Association, entailing termination of membership with the Association in line with requirements set out in this Charter.


The list of the grounds for expulsion of a member from the Association, which is included into this clause of the Charter, is exhaustive.


A proposition for a member be expelled from the Association may be submitted by the Presidium of the Association, and an application to such effect may be also submitted to the Chairman of the Association Presidium under the signatures of the members making at least ten percent of the total number of the Association members.


The Presidium of the Association upon proposition made by the Chairman of the Association Presidium on the basis of the submitted documents or arguments shall review in preliminary manner the issue of a member’s expulsion from the Association members and in the event of a legal basis or several grounds established for expulsion of such member it shall refer the issue of the member’s expulsion for consideration to the General Meeting of the Association members in a letter with its opinion enclosed thereto.


The date of termination of membership with the Association on the grounds of expulsion from the Association is the date of the resolution passed by the General Meeting of the Association members for a member be expelled from the Association. Not later than within a  year of the date of the resolution passed for a member be expelled from the Association, the Association shall perform the following acts:
 

1) it shall effect settlements with the expelled person under the contracts entered into with the Association;
 

2) it shall establish the procedure established for performance under obligations assumed by the expelled person towards the Association members and in relation to the Association;
 

3) it shall resolve other issues related to the withdrawal of the expelled person from the Association.
 

4.14. A resolution for expulsion of a member from the Association shall be recorded in the minutes of the General Meeting of the Association members. Extracts from the minutes containing the appropriate resolutions shall be forwarded to the expelled member sent within ten business days of the appropriate resolution passed.
 

4.15. Membership fees and targeted contributions paid by the Association members are non-refundable.
 

Section V. BODIES OF THE ASSOCIATION

5. The bodies of the Association are as follows:
 
  • the General Meeting of the Association members (the supreme managing authority);
  • Association Presidium (the permanent collegial executive authority);
  • the Chairman of the Association Presidium (the sole executive authority).
  • Executive Director of the Association (the administrative authority).
Section VI. GENERAL MEETING OF THE ASSOCIATION MEMBERS

6. The supreme managing authority of the Association is the General Meeting of the Association members (corporate members of the Association shall be represented at General Meetings of the Association members by their authorized representatives).
 

6.1. The General Meeting of the Association is authorized to pass resolutions on all issues of the Association activities included by a member of the Association, by the Association Presidium or by the Chairman of the Association Presidium in the agenda of the General Meeting of the Association members.
 

6.2. The following matters are referred to the competence of the General Meeting of the Association members:
 

1) approval of and amendments entered to the Charter of the Association (exclusive competence);
 

2) determination of prioritized businesses of the Association, principles of creation, formation and utilization of its property (exclusive competence);
 

3) formation of the Association bodies and early termination of their powers (exclusive competence);
 

4) approval of annual reports of the Presidium and the Internal Audit Committee;
 

5) election of the Presidium, the Chairman of the Presidium of the Association and termination of the Chairman powers (exclusive competence);
 

6) determination of the procedure for admission of new members to the Association and expulsion of members from the Association (exclusive competence);
 

7) resolving on the procedure for determination of the amount and method of payment of membership fees, on additional property contributions to be made by the Association members to the Association’s property and the scope of their subsidiary liability for obligations of the Association, if such liability is prescribed by law or by the Charter (exclusive competence);
 

8) approving and amending Membership Regulations of the Association;
 

9) resolving on reorganization and winding up of the Association, on appointment of the liquidation commission (a liquidator) and on approval of the liquidation balance sheet (exclusive competence);
 

10) approving and amending Regulations of the Internal Audit Commission;
 

11) resolving on incorporation of other legal entities by the Association, on participation of the Association in other legal entities, on formation of branches and on opening of the Association representative offices (exclusive competence);
 

12) election of the Audit Commission, approval and appointment of audit organization or individual auditor of the Association;
 

13) approval of annual reports and accounting (financial) statements of the Association (exclusive competence).
 

6.3. At a General Meeting of the Association members any present member of the Association has one vote.
 

A General Meeting of the Association is duly constituted if attended by more than a half of its members.
 

The voting procedure shall be determined by the General Meeting of the Association members.
 

Resolutions of the General Meeting of the Association members shall be passed by a simple majority of votes of the Association members present.
 

Resolutions of the General Meeting of the Association members on the matters referred to its exclusive competence shall be passed by qualified majority of votes of the Association members – by at least 2/3 (two thirds) of the total votes of the Association members present at a particular General Meeting of the Association members.
 

6.4. A regular General Meeting of the Association members shall be convened at least once a year and no later than within four months of a financial year end. The financial year of the Association is from January 1 to December 31. General Meeting of the Association members organized before the aforesaid deadline shall be called extraordinary general meetings.
 

6.5. Extraordinary General Meetings of the Association members shall be convened whenever required by the Association Presidium, by the Internal Audit Commission or by at least twenty percent of the total number of the Association members within a month of the date of the notice to the Chairman of the Association Presidium.
 

The date of the said notice is the date of the written notice received by the Chairman of the Association Presidium containing a request to convene the Extraordinary General Meeting of the Association members.
 

6.6. A notice of the place and time of the General Meeting of the Association members to be held, and information about the agenda of the General Meeting of the Association members must be sent by the Chairman of the Association Presidium to every member of the Association no later than in thirty days before the date of the General Meeting of the Association members to be held.
 

The notice of the General Meeting of the Association members shall contain the following details: the date, place and time of the General Meeting of the Association members to be held, proposed issues of the agenda of the General Meeting of the Association members, and the procedure established for the members to acknowledge themselves with the information to be furnished for preparation for the General Meeting of the Association members.
 

The information to be furnished to the Association members for preparation for a regular General Meetings of the Association members include the auditor's report, the report of the Internal Auditing Commission of the Association on findings of the internal audit of the annual financial statements, details of the nominee (s) to the Association Presidium and to the Internal Auditing Committee of the Association, as well as other necessary information.
 

6.7. The Association members making at least 10% of the total number of the Association members shall be entitled to propose items to be included into the agenda of the General Meeting of the Association members and to propose nominees for election by the General Meeting of the Association members to the Presidium of the Association and to the Internal Auditing Committee. Such propositions shall be received by the Association no later than in 15 days before the date of the General Meeting of the Association members.
 

6.8. By resolution of the General Meeting of the Association members the powers of the Association body may be terminated in the event of a gross breach of duties by such body, in the event of a discovered inability to proper conduct business, or in the event of other serious grounds for such termination.
 

Section VII. PRESIDIUM OF THE ASSOCIATION

7. The overall management of the Association's activities during the period between General Meetings of the Association members shall be carried out by the permanent collegiate executive authority – by the Presidium of the Association (hereinafter referred to as the Presidium).
 

7.1. The following matters are referred to the competence of the Presidium:
 

1) drafting of operational plans and propositions for financing of day-to-day operations of the Association;
 

2) drafting of Regulations of the Membership with the Association and other internal regulatory documents (regulations, guidelines, etc.), which are not referred to the exclusive competence of the General Meeting of the Association members;
 

3) a proposition for election of the Chairman of the Association Presidium at the General Meeting of the Association members.
 

4) determination of terms of the employment contract with the Chairman of the Presidium of the Association and appointment of the members of the Presidium. which is authorized to enter into an employment contract with the Chairman of the Presidium on behalf of the Association;
 

5) organizing the implementation of resolutions passed by the General Meeting of the Association members;
 

6) drafting and implementation of targeted programs of the Association;
 

7) approval of the list of information constituting a trade secret or referred to confidential information;
 

8) resolving on other matters that are not referred to the exclusive competence of the General Meeting of the Association members.
 

7.2. The Presidium shall be elected by the General Meeting of the Association members for a three-years term and shall be accountable to it.
 

7.3. The work of the Presidium shall be supervised by the Chairman of the Association Presidium, to be elected by proposition of the Presidium at the General Meeting of the Association members for three years term.
 

7.4. The number of members of the Association Presidium shall be established by the General Meeting of the Association members.
 

7.5. The Presidium meetings shall be held whenever required, but at least once per month. A Presidium meeting shall be recognized to be properly constituted if attended by more than a half of the total number of its members. Resolutions of the Presidium shall be passed by simple majority of total number of the Presidium members present at the meeting. The voting procedure shall be determined by the Presidium.
 

7.6. The Presidium work shall be carried out in accordance with the Regulations approved by Association Presidium.
 

7.7. The Presidium may pass a resolution without a meeting at which the Presidium members are present to discuss the agenda and pass resolutions on the issues put to vote in accordance with the Regulations approved by the Presidium.
 

Section VIII. CHAIRMAN OF THE ASSOCIATION PRESIDIUM AND EXECUTIVE DIRECTOR OF THE ASSOCIATION

8. The day-to-day supervision of the Association activities shall be performed by the sole executive authority – by the Chairman of the Association Presidium (hereinafter referred to as the Chairman of the Presidium), acting on the basis of this Charter and to be elected by the General Meeting of the Association members for three-years term.
 

8.1. The Chairman of the Presidium:
 

1) shall be accountable to the General Meeting of the Association members and to the Presidium;
 

2) shall see for resolutions of the General Meeting of the Association members and resolutions of the Presidium be carried into effect. The Chairman of the Association Presidium is responsible for the results and legitimacy of the Chairman’s activities;
 

3) is the sole executive authority and shall act on behalf of the Association without a power of attorney;
 

4) represents the interests of the Association in relationship with individuals, legal entities and governmental authorities of the Russian Federation;
 

5) manages the property and funds of the Association within the scope of rights vested in the Chairman;
 

6) opens accounts with banks;
 

7) enters into contracts, including employment contracts;
 

8) issues powers of attorney;
 

9) issues orders and instructions;
 

10) issues instructions binding on all Association members on the matters within the scope of the Chairman’s competence;
 

11) shall convene meetings of the Presidium and shall organize its activities;
 

12) shall preside at meetings of the Presidium and at general meetings of the Association members.
 

8.2. The following matters shall also be referred to the competence of the Chairman of the Presidium:
 

1) seeking for additional sources of finance and assets for the Association activities;
 

2) drafting and submission for approval to the General Meeting of the Association propositions on prioritized activities of the Association;
 

3) organizing the strategy for building relationships between the Association and its external partners.
 

4) submission of annual report to the Presidium and to the General Meeting of the Association members on the activities carried out by the Chairman of the Presidium;
 

5) organization of regular and extraordinary General Meetings of the Association;
 

6) approval of internal organizational structure of the Association, list of staff and job descriptions for employees of the Association;
 

7) resolving staff-related and other issues that are not referred to the exclusive competence of the General Meeting of the Association members and to the competence of the Presidium (including appointment of the chief accountant and other employees of the Association).
 

8) The Chairman of the Presidium is authorized to resolve on other issues associated with the Association activities, other than those referred to the exclusive competence of the General Meeting of the Association and to the competence of the Presidium.
 

8.3. For the purpose of maintaining the representation activities of the Association the General Meeting of the Association shall elect the Executive Director, who shall act on the basis of the power of attorney granted by the Chairman of the Presidium. The term of office of the Executive Director is three years.
 

8.4. The following matters are referred to the competence of the Executive Director:
 

1) drafting of the work plan for implementation of resolutions of the General Meeting of the Association members, assignments of the Presidium and the Chairman of the Presidium, and submission of the said plan for approval to the Chairman of the Presidium.
 

2) monitoring the implementation of the work plan approved by the Chairman of the Presidium and submission of reports on such plan performed to the Chairman of the Presidium;
 

3) organizing accounting, tax accounting and personnel records of the Association;
 

4) organizing and performing contractual work of the Association under business contracts entered into with third parties, monitoring performance on obligations assumed by the Association under business contracts with third parties, monitoring performance on  contractual obligations of third parties before the Association;
 

5) drafting, substantiation and submission of organizational structure, list of staff and job descriptions of the Association employees to the Chairman of the Presidium for approval;
 

6) monitoring of compliance by the Association employees with performance discipline and labor discipline, office regulations, safety regulations and fire safety;
 

7) maintaining the register of the Association members;
 

8) preparation of materials for meetings of the Presidium and the General Meeting of the Association members;
 

9) maintaining the general workflow, organizing work with the Association archive;
 

10) maintaining control over completeness and timeliness of payment of membership fees by the Association members;
 

11) arranging for functioning and development of Information Systems of the Association;
 

12) arranging for logistical support for activities of the working bodies and employees of the Association;
 

13) organizational and logistical support for activities of the Association;
 

14) execution of functions by the order of the Chairman of the Presidium.
 

8.5. The Executive Director in accordance with the delegated powers shall:
 

1) organize efficient work of the Association;
 

2) secure compliance with the Russian laws in the field of accounting, tax accounting and personnel records keeping, and in the field of occupational safety and health;
 

3) secure accuracy of the statements submitted to the Chairman of the Presidium, to the Presidium, to the General Meeting of the Association members and to the Association members;
 

4) secure compliance with performance and labor discipline, office regulations, safety regulations and fire safety by the  Association staff;
 

5) organize contractual work under business contracts entered into with by the Association with third parties;
 

6) organize the documentation flow in the Association, maintaining the register of the Association members and the Association archive;
 

7) perform the budgeting and execution of the financial plan of the Association;
 

8) provide logistical support for activities of the Association;
 

9) secure safety of financial, tangible and intangible assets, and shall be responsible for targeted consumption of the Association cash;
 

10) executes orders, instructions and directions of the Presidium Chairman.
 

Section IX. INTERNAL AUDITING COMMISSION OF THE ASSOCIATION

9.1. For oversight over financial and business activities of the Association the General Meeting of the Association shall elect the Internal Auditing Commission of the Association for one year term.
 

9.2. For the purpose of election of the Internal Auditing Commission the voting procedure at the General Meeting of the Association shall be conducted separately for each nominee.


9.3. The Internal Auditing Committee of the Association shall have three (3) members.


9.4. By resolution of the General Meeting of the Association members the powers of the Internal Auditing Commission may be early terminated.


9.5. The following matters are referred to the scope of authority of the Internal Auditing Commission:
 

1) verification of data contained in the Association annual reports and annual financial statements for a financial year;
 

2) organization and execution of examination (audit) of the Association financial and business activities, and in particular:
 

  • verification (audit) of financial, accounting, payment and other documents of the Association related to the income-generating activities of the Association, for compliance with the laws of Russian Federation, this Charter and documents of the Association;
  • control over safety and use of fixed assets;
  • control over compliance with the established procedure for writing off the indebtedness of insolvent debtors to losses of the Association;
  • control over compliance by the members of Presidium and by the officers of other bodies of the Association in the course of exercise of their powers with requirements established by laws of the Russian Federation, by this Charter and by documents of the Association;
  • control over spending of the Association cash in accordance with the approved prioritized fields of activities carried out by the Association, with the principles of the formation and use of the Association’s property, with financial plan and budget of the Association;
  • check of the performance under the previously issued orders for elimination of violations and deficiencies discovered in the course of previous inspections (audits);
  • performing actions (activities) related to the audit of the income generating activities of the Association.


9.6. The Internal Auditing Commission shall conduct at least one audit per year and shall issue its opinion on the annual report of the Presidium.
 

9.7. An extraordinary audit shall be conducted upon request of the Presidium or of at least twenty percent of the total number of the Association members.
 

9.8. The Internal Audit Commission shall submit its annual report to the General Meeting of the Association members about its audit findings. Without the opinion submitted by the Internal Auditing Committee the General Meeting of the Association members shall not be authorized to approve the annual balance sheet of the Association and the budget execution report.
 

9.9. The Internal Auditing Commission may request from the Association's members, officers and employees the appropriate documents and explanations on the matters related to the Association activities.
 

9.10. The Auditing Commission of the Association is obligated to demand the Extraordinary General Meeting of the Association members be convened in the event of serious violations discovered in the Association activities.
 

9.11. The operating procedures of the Internal Auditing Commission of the Association is determined by the Regulations of the Internal Auditing Commission approved by the General Meeting of the Association members.
 

9.12. The Internal Auditing Commission in pursuance with the resolution for audit (inspection) be performed, may engage for inspection (audit) purposes appropriate professionals qualified in the relevant fields of law, economy, finance, accounting, management, economic security and other fields, including specialized organizations.
 

9.13. On the basis of its audit findings the Auditing Commission shall draft its opinion, which shall contain the following details:
 

  • verification of the data contained in reports and other financial documents of the Association;
  • confirmation of the targeted use of the targeted contributions made to the Association property;
  • information about facts of breaches of the statutory accounting procedures and presentation of financial reporting, as well as statutory acts of the Russian Federation by the Association in the course of income-generating activities carried out by the Association.


The procedure and the deadlines for issue of the opinion on the basis of the findings of the audit of the Association financial and business activities are established by the statutory acts of the Russian Federation and by documents of the Association.
 

The Presidium is obligated to review the opinion before it is submitted to the General Meeting of the Association members.
 

9.14. The Association annual accounting (financial) statements must be audited.
 

9.15. Meetings of the Association Internal Auditing Commission shall be held as may be required, but at least on the annual basis.
 

9.16. Meetings of the Association Internal Auditing Commission shall be duly constituted if attended by more than a half of its members, and resolutions at such meetings shall be passed by a simple majority of votes cast by the members of the Internal Auditing Commission present thereat.
 

Section X. SOURCES USED FOR FORMATION OF THE ASSOCIATION PROPERTY AND THE PROCEDURE ESTABLISHED FOR USE OF SUCH PROPERTY

10.1. The sources of the formation of the Association property in cash and other forms are as follows:
 
  • regular and one-off contributions paid by the Association members;
  • voluntary property contributions and donations;
  • proceeds from sale of goods, work and services provided by the Association;
  • dividends (incomes, interest) received on shares, bonds, other securities and deposits owned by the Association;
  • incomes generated from the Association’s property;
  • other receipts not being in conflict with the RF laws.


10.2. A membership fee payable by a candidate upon admission to the Association is at the same time the entrance fee.
 

10.3. The fees are payable in cash, securities, in the form of other property and non-property rights or other rights a cash equivalent. The value of contributed property shall be appraised as to be agreed upon between the Association member and the Association. Valuation of contributed property in rubles is subject to approval by the General Meeting of the Association members. Association members shall be disentitled to dispose of the property transferred by way of a member’s contribution.
 

10.4. Membership contributions shall be used to finance the Association day-to-day activities in accordance with the approved budget of the Association.
 

10.5. Targeted contributions are intended to finance specific activities and programs of the Association to achieve its objectives.
 

10.6. The Association shall use the property transferred by its members and shall rent property required to organize and carry out its statutory activities.
 

10.7. The Association owns the cash, assets and other property transferred in the form of a contribution, gift, donation or bequest. Property transferred to the Association by its members shall be owned by the Association. The Association members shall not retain rights to the property transferred by them to the Association’s ownership.
 

10.8. The Association may own or hold in operational management any buildings, structures, facilities, housing stock, equipment, inventory, and cash in rubles and in foreign currency, securities and other property. The Association may own land plots.
 

10.9. Profit received by the Association may not be distributed among the Association members and shall be allocated for statutory objectives of the Association.
 

10.10. The Association for the purpose of its income-generating activities owns property items sufficient for such activities to be carried out and having the market value at least equal to the minimum statutory amount of authorized capital as provided for limited liability companies by applicable laws.
 

Section XI. ACCOUNTING AND REPORTING OF THE ASSOCIATION

11.1. The Association shall maintain accounting books and records and statistical reporting in the manner established by the RF laws.
 

11.2. The Association shall furnish information on its activities to the state statistical authorities, tax authorities and to other authorities in accordance with the RF laws.
 

11.3. The Chairman of the Association Presidium in accordance with the RF laws and this Charter shall be responsible for organization, condition and accuracy of the accounting books and records in the Association, for timely filing of financial statements with appropriate authorities, as well as for communicating details about the Association activities to the Association members.
 

11.4. The accuracy of the data contained in the annual report of the Association to be prepared in accordance with the requirements of the Russian laws and in the annual balance sheet are subject to approval by the Internal Audit Commission and by the auditor of the Association.

Section XII. CUSTODY OF DOCUMENTS BY THE ASSOCIATION. PROVISION OF INFORMATION BY THE ASSOCIATION

12.1. The Association is obliged to keep the following documents in custody:
 
  • the Charter of the Association, including approved changes registered in the established manner, a Resolution of the General Meeting of the Association founders, a Certificate of state registration of the Association;
  • documents evidencing the Association’s title to the property maintained in its balance sheet;
  • the Association documents approved by the Association's bodies;
  • Regulations of the Association branches and representative offices;
  • annual financial statements of the Association;
  • accounting documents;
  • financial statements filed with appropriate authorities;
  • minutes of General Meetings of the Association members (including filled out and  signed voting ballots), meetings of the Presidium and Internal Audit Commission of the Association;
  • opinions of the Association Internal Auditing Commission, governmental and municipal fiscal authorities;
  • other documents as required by the RF laws, by this Charter and by the documents of the Association.


12.2. The Association shall keep in custody the documents provided for in subcl. 12.1. of this Article of the Charter in the registered office of the Association or at other places permitted by the applicable RF laws.


12.3. On reorganization of the Association all documents shall be transferred in the established manner to the successor.


12.4. The Association shall provide access to the Association members to documents listed in subclause 12.1.of this section of the Charter, and upon request of the Association member shall furnish information in accordance with applicable laws.

Section XIII. REORGANIZATION AND WINDING UP OF THE ASSOCIATION

13.1. Reorganization of the Association shall be effected in the manner prescribed by the applicable laws of the Russian Federation. The Association may be reorganized by way of a merger, take-over, split, split-off and transformation. By resolution of its members the Association may be transformed into a public organization, foundation or autonomous non-for-profit organization.
 

13.2. The Association may be liquidated by a resolution of the General Meeting of the Association members or by a court ruling.
 

13.3. With effect from a resolution passed for the Association be wound up the time period fixed for its obligations before the creditors be performed shall be deemed to have stated. With effect from appointment of the liquidation commission it shall assume the authority to manage the Association affairs.
 

13.4. The liquidation committee shall act on behalf of the liquidated Association in court. The liquidation commission shall act in good faith and reasonably in the best interests of the liquidated Association and its creditors.
 

13.5. The liquidation commission shall publish in the official gazette, wherein information about state registration of a legal entity is normally publiched, a message about liquidation and about the procedure and deadlines fixed for claims to be pledged by creditors. Such period may not be less than two months of the date of publication of the notice of liquidation.


13.6. The liquidation commission shall take measures to identify creditors, to collect receivables and shall advise the creditors in writing about liquidation of the Association.

13.7. Amounts of cash shall be disbursed to creditors of the liquidated Association by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet starting from the date of its approval. Upon completion of settlements with creditors, the liquidation commission shall prepare the liquidating balance.
 

13.8. Liquidation of the Association shall be deemed to have been completed, and the Association shall be deemed terminated with effect from details of its termination entered into the unified state register of legal entities in the manner established by the law of state registration of legal entities.
 

13.9. The property left after the creditors' claims settled shall be appropriated for the purposes provided for by the Association foundation documents for its statutory purposes and (or) for charitable purposes.
 

13.10. All documents of the Association (administrative, financial and business documents, personnel-related documents and other documents) shall be transferred in the manner established by the liquidation commission to a successor entity, and if no such successor exists, such documents shall be transferred for custody to governmental authorities in accordance with the procedures and subject to requirements stipulated by the RF laws.
 

Section XIV. AMENDMENTS TO THE CHARTER

14.1. This Charter may be amended by resolution of the General Meeting of the Association members.

14.2. The amendments to the Charter are subject to state registration of amendments with the authorized governmental authority.

14.3. The amended Charter shall take a legal force with effect from its state registration.