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Translation from Russian into English

APPROVED
by the Foundation Meeting
Dated March 25, 2009

CHARTER

OF
NON-PPROFIT-MAKING PARTNERSHIP THE SOCIETY OF MUTUAL ASSISTANCE OF WINEMAKERS, WINETRADERS AND WINE CONSUMERS
“THE CLUSTER”

Moscow
2009

Each page of the Charter contains the stamp.

Stamp: Directorate of Ministry of Justice of the Russian Federation in the city of Moscow
Nonprofit Organizations Department
Decision on state registration taken on: April 20, 2009.

ARTICLE 1. GENERAL PROVISIONS

1.1. The Nonprofit Partnership Association of Mutual Assistance of Winemakers, Wine Merchants and Wine Consumers “THE CLUSTER” (hereafter referred to as the “Partnership”) is a membership-based nonprofit organization incorporated for the purpose of rendering assistance to its members in carrying out activity aimed at realization of objectives prescribed herein.

1.2. The Partnership shall carry out its activity in accordance with the Constitutional Instrument of the Russian Federation, Civil Code of the Russian Federation, Federal Law of the Russian Federation “On Nonprofit Organizations”, other legislative enactments of the Russian Federation and this Charter.

1.3. The full name of the Partnership in Russian is Non-Profit-Making Partnership The Society Of Mutual Assistance of Winemakers, Winetraders And Wine Consumers “THE CLUSTER”.

1.4. The contracted name of the Partnership in Russian is NP “THE CLUSTER”.

1.5. Location of the Partnership (location of the permanent collegial management body of the Partnership): city of Moscow.

ARTICLE 2. LEGAL STATUS OF THE PARTNERSHIP

2.1. The Partnership shall acquire rights of the legal entity upon state registration thereof.

2.2. The duration of the Partnership is unlimited.

2.3. The Partnership shall possess separate assets, shall be liable for its obligations with its property, may acquire and exercise property and non-property rights on its behalf, bear obligations, acts as a plaintiff or defendant before the court. The Partnership may possess immovables (including buildings and constructions), equipment, accessories, monetary assets in RUR and foreign currency, securities and other property permitted under the laws of the Russian Federation.

2.4. The Partnership shall have the independent balance and shall be entitled to open accounts in accordance with the established procedure, including foreign currency accounts, with banks and other credit institutions on the territory of the Russian Federation and abroad.

2.5. The Partnership shall have a round seal containing its full name in Russian. The Partnership shall be entitled to have stamps and letterheads with its name as well as its own emblem and other symbols registered in accordance with the established procedure.

2.6. The Partnership shall be entitled to establish branches on the territory of the Russian Federation and open representative offices in accordance with the laws of the Russian Federation.

2.6. A branch or representative office of the Partnership is not a legal entity therefore its property shall be provided by the Partnership and it shall carry out its activity on the grounds of the by-laws approved for it. The property of the branch or representative office shall be accounted on the independent balance and the Partnership’s balance. Heads of the branch or representative office shall be appointed by the General meeting of the Partnership’s members and act on the basis of the issued Power-of-Attorney.

2.7. The branch and the representative office shall carry out the activity on behalf of the Partnership. The Partnership shall bear responsibility for the activity of its branches and representative offices.

2.8. For the purpose of realization of objectives prescribed herein the Partnership may establish other nonprofit organizations, participate in associations and corporations.

2.9. The property conveyed to the Partnership by its members is the property of the Partnership. The members of the Partnership shall not be liable for the Partnership’s obligations and the Partnership shall not be liable for obligations of its members.

2.10. Interference of state, public or any other authorities, except for those prescribed by the laws, into the Partnership’s activity shall not be allowed.

ARTICLE 3. OBJECTIVES AND SCOPE OF ACTIVITY OF THE PARTNERSHIP

3.1. The objectives of the Partnership includes the following:

  • Assistance in forming persistent demand for healthy lifestyle and eutrophy culture in Russian society;
  • Every possible contribution into revival of Russian oenogastronomic culture;
  • Organization of constructive dialogue among members of the wine market, namely: manufactures of wine products, companies engaged in wine trade, public authorities and society;
  • Assistance in realizing the importance of the social responsibility by winemakers, companies engaged in wine trade and public authorities;
  • Every possible contribution into development of Russian winegrowing and winemaking and improvement of quality of products;
  • Assistance in development of small- and medium-scale business in the field of winegrowing, winemaking and wine trade;
  • Improvement of image of national winegrowing, winemaking and wine trade in Russia and abroad;
  • Revival of the best traditions of Russian winegrowing, winemaking and wine trade, development and support of business activity of participants in this area, strengthening of positive reputation of Russian winegrowing, winemaking and wine trade, information and ideological support thereof.
  • Development of Russian wine-consuming patriotism and forming of Russian wine-consuming ideology;
  • Furtherance of public acceptance of the best achievements in wine production being sold and to be sold by Russian trading enterprises;
  • Coordination of efforts and assistance to mass media in promotion of Russian and foreign quality wine products being sold by Russian trading enterprises in the context of health-safe consumption of wine products and eutrophy;
  • Forming of public opinion about healthy lifestyle as a fashionable trend;
  • Advocacy, popularization of moral foundations of human relations;
  • Analytical investigations and forecasting of social processes relating to development of alcohol beverages market in the Russian Federation;
  • Organization of engagement of mass media for the purpose of presentation of the Partnership’s programs aimed at popularization and development of winegrowing, winemaking and socially responsible wine trade in Russia;
  • Counseling assistance to the members of the Partnership.

3.2. For the purpose of realization of the above-mentioned objectives the Partnership shall carry out the following types of activity:

  • Participation in development of decisions of public authorities and local authorities pursuant to objectives of the Partnership in accordance with the procedure and to the extent prescribed by the applicable laws;
  • Advancing the initiative, submitting suggestions to public authorities and local authorities in respect of the issues of the chartered activity of the Partnership;
  • Participation in development and realization of public evaluation of legislation drafts relating to the chartered objectives of the Partnership;
  • Carrying out of public evaluation of state and private drafts and programs in accordance with the Partnership’s objectives;
  • Establishing business contacts, cooperation in the area of science, new technologies, education, business, finance, social security with public authorities and local authorities, with all legal entities and individuals including foreign ones in respect of issues of the chartered activity of the Partnership;
  • Participation in realization and financing national, regional and international programs conducive to the objectives of the Partnership; including by means of investing of proprietary and attracted funds in development of Russian winegrowing, winemaking and wine trade;
  • Carrying out reference and information activity, creating data bases in respect of the Partnership’s lines of activity, specialized library in respect of issues of the chartered activity of the Partnership;
  • Organization and conducting of regional, all-Russian and international forums, congresses, symposiums, conferences, seminars, meetings and discussions in accordance with the chartered activity, as well as concerts, shows, festivals and other public entertainment events, televisions and radio broadcasts;
  • Independent development, approval and realization of programs of the Partnership’s activity, determination of destination and amount of money and property expenditure of the Partnership;
  • Independent determination of terms and conditions of membership in the Partnership, structure of management, payment terms and remuneration of labor system, social security of the hired employees;
  • Introduction of social rewards, premiums, scholarships and other types of awards on behalf of the Partnership;
  • Organization and conducting various contests relating to the Partnership’s activity on behalf of the Partnership;
  • Applying to the competent authorities with petitions about conferment of the established state titles, rewards and pensions to the most talented winemakers and socially responsible wine merchants - members of the Partnership;
  • Representation and defense of the Partnership’s rights and legal interests of its members upon their request before public authorities, local authorities, public organizations;
  • Supporting Russian educational institutions, including specialized secondary and higher education institutions, participation in development of educational programs, organization of proprietary schools;
  • Delegation of the Partnership’s members abroad, including as part of official delegations for the purpose of training and probation, welcoming foreign colleagues in Russia;
  • Establishing branches, opening representative offices in Russia and abroad. Upon establishing a branch and/or representative office the respective amendments are introduced into this Charter relating to indication of the name and location of such branch/representative office;
  • Acting as the founder of nonprofit organizations, participation in associations and corporations, participation in activities of organizations whose chartered objectives are similar to the Partnership’s objectives;
  • Independent entering into legal relations with various individuals and citizens;
  • Legal holding, use and disposal of the property owned by the Partnership;
  • Conclusion of transactions, contracts and agreements;
  • Forming short-term and permanent teams of experts, including foreign ones, for the purpose of carrying out advisory and analytical work relating to the chartered activities with remuneration on contractual basis;
  • Independent determining organizational structure of the Partnership, forming manning table for the hired employees, determining payment terms and amounts of remuneration of labor, pecuniary remuneration for management bodies of the Partnership and the engaged employees;
  • Carrying out business and foreign-economic activity;
  • Establishing economic entities and trust Partnerships in the capacity of limited partner;
  • Organization and conducting exhibitions, fairs, lotteries, auctions and other events in accordance with the chartered objectives;
  • Free distribution of information about the Partnership’s activity;
  • Establishing mass media, carrying out publishing activity;
  • Participation in production and offtake of audio-visual works, printing products, teaching and other software applications relating to the Partnership;
  • Carrying out scientific activity, lectures and educational activity;
  • Participating in organization and carrying out of civil works in the area of winegrowing, winemaking and wine trade at the expense of the proprietary and borrowed funds of the Partnership;
  • Obtaining long-term and short-term credits from bank institutions as well as use of financial and other pecuniary assistance from Russian and foreign legal entities and individuals;
  • Participation in state, municipal, private, international social and humanitarian programs and projects aimed at realization of the chartered objectives of the Partnership;
  • Investing of the money in securities and other valuables, depositing of the above-mentioned with credit institutions pursuant to the applicable laws and for the purpose of preservation of monetary funds from inflation;
  • Representation of legal interests, assisting in protection of social, civil rights, copyrights and allied rights of the Partnership’s members.

Certain types of activity, the list of which is prescribed in the applicable laws of the Russian Federation, may only be carried out by the Partnership on the basis of the special permissions (licenses).
The Partnership shall not make profit as the key objective of its activity but is entitled to carry out business activity in accordance with and for the purpose of implementation of the objectives of the Partnership .

ARTICLE 4. PROPERTY OF THE PARTNERSHIP

4.1. Property of the Partnership is formed out of:

4.1.1. Regular and lump sum contributions from the members of the Partnership;

4.1.2. Income from offtake of goods, works and services;

4.1.3. Voluntary property contributions and donations;

4.1.4. Income received from the Partnership’s property;

4.1.5. Income from business activity;

4.1.6. Dividends (profits, interests) received from shares, obligations and other securities and deposits;

4.1.7. Other sources, which are not prohibited by the applicable laws of the Russian Federation.

4.2. Profit, received by the Partnership, shall not be subject to distribution among the members of the Partnership and shall only be used for implementation of the chartered objectives of the Partnership.The Partnership may use its funds for charitable purposes.

4.3. The Partnership shall receive regular contributions in the form of membership fee from its members.

4.4. The initial membership fee shall be paid by each candidate member and is the admission (lump sum) fee. The second and further membership fees shall be paid by each member of the Partnership within the first calendar month following the reporting financial year.

4.5. The fee may be paid in money, securities, other property or non-property rights or other rights with monetary valuation.Value of the contributed property shall be evaluated upon agreement between a member of the Partnership and the General meeting in RUR. The Partnership’s members lose their right to dispose of the property contributed as a fee.

4.6. Sum of the fees as well as changes relating to term and form of contribution of admission and membership fees shall be determined by the General meeting of the Partnership's members.

4.7. Admission and annual membership fees are used for the purpose of support of the Management of the Partnership and counseling service and support of the Partnership’s activity prescribed by this Charter.

4.8. Special-purpose fees are aimed at financing particular events and programs. Term, size and form of contribution shall be determined by the General meeting of the Partnership's members.

4.9. The Partnership shall have the right of ownership to the property, including monetary funds contributed by individuals and legal entities in the form of fee, gift, donation, by inheritance or otherwise.

4.10. The Partnership shall be entitled to engage additional financial resources, including foreign currency resources, donations and special-purpose fees, from legal entities or individuals, including foreign ones, in accordance with the procedure established by the laws of the Russian Federation.

ARTICLE 5. MEMBERSHIP IN THE PARTNERSHIP.
RIGHTS AND OBLIGATIONS OF MEMBERS

5.1. Fully capable individuals (citizens of the Russian Federation, stateless persons whose stay in the Russian Federation is legal) and legal entities may be members of the Partnership.

5.2. Founders, newly admitted individuals (pursuant to clause 5.1), legal entities who have paid the admission fee and fulfill provisions hereof, are the Partnership’s members.

5.3. The Partnership’s members shall be entitled:

5.3.1. To participate in management of the Partnership’s affairs, including the following:

  • To elect and to be elected for the management bodies of the Partnership;
  • To participate in the General meetings of the Partnership’s members and to vote on the issues of the agenda of the General meetings of the Partnership’s members;
  • To submit suggestions for the agenda of the General meetings of the Partnership’s members.

5.3.2. To receive information about the Partnership’s activity in accordance with the procedure prescribed herein;

5.3.3. To withdraw from the Partnership at their discretion;

5.3.4. To apply to the management bodies of the Partnership in respect of all issues relating to its activity;

5.3.5. To transfer property into the Partnership’s ownership;

5.3.6. Upon withdrawal from the Partnership or in the event of liquidation of the Partnership, the Partnership’s member shall have no right to any part of the Partnership’s property nor to the cost of such property within the limits of the cost of property transferred into the Partnership's ownership.

5.4. The Partnership’s members shall be liable:

5.4.1. To comply with provisions of this Charter;

5.4.2. To participate in the Partnership’s activity;

5.4.3. To pay membership fees in due time;

5.4.4. To provide information required for resolution of the issues relating to the Partnership’s activity.

5.5. The Partnership’s member, who systematically fails to fulfill or fulfills improperly his obligations or has breached the undertaken obligations to the Partnership (including the member who has failed to pay the next membership fee) and prevents the Partnership from normal course of business by his actions or omission, may be expelled from the Partnership upon decision of the General meeting of the Partnership’s members.
The Partnership’s member expelled from the Partnership shall have no right to any part of the Partnership’s property or the cost of such property pursuant to clause 5.3.6 hereof.

ARTICLE 6. PROCEDURE OF ADMISSION INTO THE PARTNERSHIP

6.1. The Partnership is open for admission of new members.

6.2. Fully capable individuals (citizens of the Russian Federation, stateless persons, whose stay in the Russian Federation is legal) and legal entities, who have acknowledged its Charter and paid the relevant fees, may be members of the Partnership.

6.3. Admission of the new member of the Partnership shall be carried out by the Board on the basis of the application in writing submitted by him and addressed to the Director of the Partnership, who will represent the applicant at the nearest meeting (from the submission date of application) of the Board of the Partnership.

6.4. The applicant shall be liable to pay the admission fee within 7 (seven) days from the date of taking of decision upon admission of the applicant as a member of the Partnership by the Board of the Partnership (unless other term is established in decision of the General meeting).

6.5. The candidate member shall be deemed admitted as a member of the Partnership upon payment of the admission fee.

6.6. Rights of the Partnership’s members may not be transferred to any third parties.

6.7. The Partnership member shall be entitled to withdraw from the Partnership at any time irrespective of consent of the other members or the Partnership.

6.8. Withdrawal of the member from the Partnership shall be executed by means of submitting of application in writing addressed to the Director of the Partnership.Upon receipt of the application on withdrawal by the Director the membership in the Partnership shall cease. However, the Partnership shall not be liable to return to the withdrawing member the property or the cost of such property within the limits of the cost of property transferred into the Partnership's ownership.

6.9. The Partnership keeps the Register of the Partnership’s members, which contains information about each member of the Partnership. The Director of the Partnership shall be responsible for keeping of the Register of the Partnership’s members.

ARTICLE 7. PROCEDURE OF THE PARTNERSHIP’S MANAGEMENT

7.1. The supreme management body of the Partnership is the General meeting of the Partnership’s members. The function of the General meeting is to ensure compliance of the Partnership with the objectives for which it was created.

7.2. The competence of the General meeting of the Partnership’s members includes the following:

a) Approval of amendments to the Charter of the Partnership;
b) Determining priority directions of the Partnership’s activity, principles of forming and use of the Partnership’s property;
c) Forming the executive bodies of the Partnership and early termination of their powers;
d) Approval of documents regulating internal activity of the Partnership;
e) Reorganization and liquidation of the Partnership;
f) Approval of the size of membership fees for individuals and legal entities - members of the Partnership;
g) Issues relating to the size of the admission fee and current membership fees for the new members of the Partnership;
h) Other issues prescribed by this Charter and the laws of the Russian Federation.

7.3. Issues prescribed by sub-clauses “a” - “c”, “e” of clause 7.2 hereof shall be included in the exclusive competence of the General meeting of the Partnership’s members.

7.4. The General meeting of the Partnership’s members shall have quorum, if more than 50% of the members are present at the meeting.
Decisions of the General meeting of the Partnership’s members shall be taken by the simple majority of votes of the Partnership’s members present at the General meeting of the Partnership’s members. Decisions of the General meeting of the Partnership’s members in respect of the issues, included in the exclusive competence, shall be taken by the special majority (2/3 of votes of the Partnership’s members present at the General meeting).
Decision to reorganize or liquidate the Partnership shall be taken unanimously.
Voting procedure shall be determined by the General meeting of the Partnership’s members.

7.5. Regular General meeting of the Partnership’s members shall be conducted at least once a year. The General meeting shall be convened by the Director of the Partnership. The Director shall notify each member of the Partnership about convening of the regular General meeting of the Partnership’s members in accordance with the procedure and within the term prescribed in clause 7.8 hereof.

7. 6. Extraordinary General meeting of the Partnership’s members may be convened on the initiative of the executive body of the Partnership, the audit commission (auditor) as well as at least 20% of the Partnership’s members.
The request to convene the extraordinary General meeting of the Partnership’s members shall be signed by the person/persons requesting to convene the extraordinary General meeting of the Partnership’s members.
The Director of the Partnership shall be liable within 5 (five) days from the receipt date of the request to convene the extraordinary General meeting to consider the request, to take decision to conduct the meeting or to refuse to convene the meeting and to notify the body or persons requesting to convene the extraordinary General meeting in writing about the decision.

Decision on refusal to convene the extraordinary General meeting may only be taken:

  • If the established procedure for submitting of a request to convene the extraordinary General meeting is not complied with;
  • If neither issue, suggested for inclusion in the agenda of the extraordinary General meeting, is required to be exercised by the General meeting or complies with requirements of federal laws.

If one or more issues, intended for inclusion in the agenda of the extraordinary General meeting, are not required to be exercised by such meeting or do not comply with requirements of federal laws, such issues shall not be included in the agenda.
The Director of the Partnership shall not be entitled to make changes in the wording of issues, suggested for inclusion in the agenda of the extraordinary General meeting, or change the suggested form of conduct of the extraordinary General meeting.

7.7. If the decision is taken to convene the extraordinary General meeting of the Partnership’s members, such General meeting shall be conducted within 30 (thirty) days from the receipt date of the request to convene the meeting.

7.8. If the decision is taken to convene the extraordinary General meeting of the Partnership’s members, the Director of the Partnership shall be liable within 15 (fifteen) days prior to the date of the meeting to notify each member of the Partnership about the meeting. The notice may be sent by registered mail to the address, indicated in the list of the Partnership’s members, as well as by means of facsimile, telex and telegraph.
The notice shall contain the time and place of the meeting as well as the assumed agenda.

7.9. Any member of the Partnership shall be entitled to make suggestions to include additional issues in the agenda of the General meetings at least 7 (seven) days prior to the date of the meeting. Additional issues except for issues, which are not required to be exercised by the General meeting or do not comply with requirements of federal laws, are included in the agenda of the General meeting.

7.10. Information and materials subject to presentation to the Partnership’s members during preparation for the General meeting shall include the following:

  • Annual report of the Partnership;
  • Conclusions of the internal audit commission (inspector) of the Partnership and the auditor based on results of the audit of annual reports and annual balance-sheet of the Partnership;
  • Information about candidate (candidates) for the management bodies of the Partnership;
  • Drafts of amendments introduced in the Charter of the Partnership;
  • Drafts of internal documents of the Partnership as well as other information (materials), required for the General meeting of the Partnership’s members.

7.11. The chairman and the secretary are elected for the General meeting from among the Partnership’s members.

7.12. The minutes shall be kept at the General meeting and executed by the Chairman and the Secretary of the General meeting.
The minutes of the General meeting shall be kept and executed within at least 5 (five) days after completion of the General meeting.

7.13. Results of the voting shall be declared at the General meeting of the Partnership’s members during which the voting takes place.
Voting at the General meeting of the Partnership’s members shall be carried out in accordance with “one member - one vote” principle.

7.14. The permanent collegial management body of the Partnership shall be the Board of the Partnership.
Number and identities of members of the Board of the Partnership shall be determined by the General meeting of the Partnership’s members. Term of office of the Board is 5 (five) years.

7.15. The exclusive competence of the Board of the Partnership includes the following:
(a) Approval of the annual report and annual balance sheet;
(b) Approval of the financial plan of the Partnership and introduction of changes therein;
(c) Taking decision on establishing a branch or opening a representative office of the Partnership;
(d) Taking decision on participation of the Partnership in other organizations;
(e) Admission of new members in the Partnership;
(f) Resolution of other issues prescribed by this Charter or the resolutions of the General meeting of the Partnership’s members.

7.16. The meeting of the Board of the Partnership shall have quorum, if more than 50% of its members are present at the meeting.
Decisions of the Board of the Partnership shall be taken by the majority of votes of the members present at the meeting. Decisions of the Board in respect of the issues, listed in sub-clauses “a” - “d” of clause 7.15 hereof, shall be taken by the special majority (2/3 of votes of the members of the Partnership’s Board present at the meeting).

7.17. The activity of the Partnership's Board shall be managed by the Chairman of the Board of the Partnership, who is elected by the General meeting from among the Partnership’s members for the term of 5 (five) years, with unlimited number of reelections.
The Chairman of the Partnership’s Board:
1) Shall preside at the meetings of the Partnership’s Board;
2) Shall organize operation of the Partnership’s Board;
3) Shall submit the annual report and annual balance sheet for approval of the Board;
4) Shall submit the financial plan of the Partnership for approval of the Board;
5) Shall organize taking of minutes at the meetings of the Partnership’s Board;
6) Shall convene the General meeting of the Partnership’s members;
7) Shall give instructions to the Partnership’s members and monitor execution thereof;
8) Shall act on behalf of the Partnership without the Power-of-Attorney, including representation of its interests and conclusion of transactions;
9) Shall issue Powers-of-Attorney with the right to represent the Partnership, including Powers-of-Attorney with the right of substitution;
10) Shall ensure implementation of current and long-term plans of the Partnership;
11) Shall issue orders on appointment of the Partnership’s employees, on their transfer and dismissal, apply incentive measures and impose disciplinary sanctions;
12) Shall take decisions and give orders in respect of current issues of the Partnership’s activity, binding for the Partnership’s employees;
13) Shall carry out preparation of the required materials and suggestions for consideration of the General meeting and ensure execution of decisions taken by it;
14) Shall be entitled to sign all financial documents of the Partnership;
15) Shall represent the Partnership before all state, public and other organizations, Russian and foreign, including arbitration court, regular court and court of referees;
16) Shall open settlement and other accounts with banks;
17) Shall exercise other powers which are not required to be exercised by the General meeting of the Partnership's members and the Board;

7.18. The Chairman of the Partnership’s Board is also required to resolve the following issues:
a) Material support of the Partnership’s activity within the limits of the proprietary funds;
b) Engagement of additional sources of financial assets and material resources for the purpose of carrying out the chartered activity of the Partnership;
c) Submitting the annual funds flow statement, annual report and balance sheet to the General meeting of the Partnership’s members and the Board of the Partnership;
d) Approval of the manning table and official duties;
e) Appointment and early dismissal of the Chairman’s deputies;
f) Organization of accounting and reporting of the Partnership.

7.19. The Deputy Chairman of the Board shall be elected by the General meeting for the term of 5 (five) years. The Deputy Chairman of the Board shall carry out assignments of the Chairman of the Board.

7.20. If the Deputy Chairman of the Board fails to carry out its duties, its functions shall be temporarily (up to the appointment of the new Deputy Chairman) carried out by its deputy.

7.21. The Director.

7.21.1. The Director shall be elected by the General meeting for the term of 5 (five) years.
The Director:

  • Shall be the executive body of the Organization;
  • Shall represent the Organization without the Power-of-Attorney in relations with state, public and other organizations;
  • Shall take prompt decisions in respect of issues of the day-to-day activity of the Partnership; organize realization of decisions of the General meeting, the Board and the Chairman of the Board;
  • Shall manage the executives of the Partnership;
  • Shall open accounts and undertake obligations on the basis of decisions of the Board and the Chairman of the Board;
  • Shall give orders, assignments and instructions relating to the activity of the Partnership;
  • Shall employ and dismiss regular employees of the Organization, apply incentive measures and impose disciplinary sanction pursuant to the labor laws of the Russian Federation;
  • Shall resolve other issues which are not required to be exercised by other officers and bodies of the Partnership.

7.21.2. In the absence of the Director the Director’s functions are carried out by one of the members of the Board as decided by the Board.

ARTICLE 8. CONTROL OVER THE PARTNERSHIP’S ACTIVITY

8.1. Upon decision of the General meeting of the Partnership’s members the Audit commission (Auditor) may be organized in order to control financial activity of the Partnership.

8.2. The Audit commission (Auditor) may be elected at the General meeting from among the members of the Partnership for the term of 2 (two) years. Meetings of the Audit commission shall be conducted when required, but at least once per year.

8.3. The Chairman of the Audit commission elected at the meeting of the commission shall carry out management of the Audit commission.

8.4. Powers of the Audit commission (Auditor) are as follows:

  • сontrol over financial and economic activity of the executive body;
  • audit of expenditure of monetary assets and items of value;
  • checking terms and correctness of record keeping, processing of suggestions and applications by the executive body;
  • control over preparation of statements of receipts and expenditures budget administration.

Provided that the Audit commission is created, the audit of financial and economic activity of the Partnership shall be carried out at least once per year.

8.5. The Partnership shall carry out accounting and statistical reporting in accordance with the procedure established by the laws of the Russian Federation.
The Partnership represented by its executive body shall submit information about its activity to state statistical authorities and tax authorities, to the Partnership’s members and other persons in accordance with the laws of the Russian Federation and this Charter.

8.6. The size and structure of the Partnership’s income as well as information about the size and structure of the Partnership’s property, its expenses, number and identities of employees, about remuneration of their labor, about use of free labor of citizens in the Partnership’s activity may not be the subject of commercial secret.

ARTICLE 9. PROCEDURE FOR REORGANIZATION AND LIQUIDATION OF THE PARTNERSHIP

9.1. Reorganization of the Partnership shall be carried out in accordance with the procedure prescribed by the applicable laws of the Russian Federation.
Reorganization may be carried out in the form of amalgamation, merging, detachment, split-off and conversion.
The Partnership shall be entitled to be reorganized as a foundation or autonomous nonprofit organization as well as business company. Decision on reorganization of the Partnership shall be taken at the General meeting of the Partnership’s members unanimously.

9.2. Liquidation of the Partnership shall be carried out upon decision of the General meeting of the Partnership’s members, court institution or any other competent authorities.

9.3. The General meeting of the Partnership’s members or the body, which has taken decision on liquidation, shall appoint the liquidation committee (liquidator) and determine the procedure and terms of liquidation.

9.4. Upon appointment of the liquidation committee all powers for management of the Partnership’s affairs shall be transferred thereto.

9.5. The liquidation committee shall place publication about liquidation of the Partnership, procedure and term of assertion of claims by its creditors in the gazette.

9.6. Upon expiration of the term for assertion of claims by creditors the liquidation committee shall draw up the interim liquidation balance, which is approved by the General meeting of the Partnership’s members or the body, which has taken decision on liquidation.

9.7. Upon completion of settlements with creditors the liquidation committee shall draw up the liquidation balance, which is approved by the General meeting of the Partnership’s members or the body, which has taken decision on liquidation.

9.8. The property remaining after satisfaction of the creditors’ claims or its cost shall be subject to distribution among the members of the Partnership proportionally with the size and within the limit of their fees.
The other part of the property, the cost of which exceeds the size of the property contributions of the Partnership’s members, shall be used for the purposes, for which the Partnership was created, and (or) to charitable purposes.

9.9. Liquidation of the Partnership shall be deemed completed and the Partnership shall be deemed liquidated upon introduction of entry about liquidation in the Uniform State Register of Legal Entities.

9.10. For the purpose of realization of state social, economic and tax policy the Partnership shall bear responsibility for preservation of documents (management, financial and economic, personnel etc.) and ensure transfer of documents of academic and historical significance for state custody to Central archives of the city of Moscow in accordance with the list of documents approved by “Mosgorarchive” Association, shall keep and use personnel documents in accordance with the established procedure.

9.11. Upon reorganization or liquidation of the Partnership all documents (management, financial and economic, personnel etc.) shall be transferred to the legal successor of the Partnership in accordance with the established rules. In the absence of the legal successor the documents of academic and historical significance, subject to preservation, shall be transferred to archives of “Mosgorarchive” Association for state custody. Personnel documents (orders, personal files, record cards, personal accounts etc.) shall be transferred to the archive of the respective administrative district, where the Partnership is located. Transfer and arrangement of the documents is carried out at the cost and expense of the Partnership in accordance with requirements of the respective archive bodies.

ARTICLE 10. PROCEDURE FOR INTRODUCTION OF AMENDMENTS IN THE CHARTER OF THE PARTNERSHIP

10.1. Changes and amendments to the Charter shall be approved by decision of the General meeting of the Partnership’s members taken by 2/3 of votes of the members present and is subject to state registration.
10.2. State registration of changes and amendments to the Charter of the Partnership shall be executed in accordance with the procedure established by the applicable laws of the Russian Federation.
10.3. The Charter of the Partnership with all changes and amendments shall come into effect upon the date of state registration thereof.

Information about state registration was entered in the Uniform State Register of Legal Entities on April 28, 2009 under Main State Registration Number 1097799007019.

Information was entered in the Official Register of Registered Nonprofit Organizations of Directorate of Ministry oа Justice of the Russian Federation in Moscow on April 20, 2009 under account number 7714032354.

Numbered, sewn together and sealed 10 (ten) pages.

Head of Directorate of Ministry of Justice of the Russian Federation in the city of Moscow

(signature)

G. F. Ignatovich

Seal: Ministry of Justice of the Russian Federation
Directorate of Ministry of Justice of the Russian Federation in Moscow
MSRN 1087746888866

Translated from Russian into English by Anna Nikolaitcheva.
Перевела с русского языка на английский язык Николаичева А.А.