Charter

Approved

By the constitutive meeting

February 11, 2002

CHARTER

OF THE REGIONAL

PUBLIC ORGANIZATION

«Kaliningrad Region Development Association of International Experts»

Kaliningrad

2002

1.1. The Kaliningrad regional public organization «Kaliningrad Region Development Association of International Experts», hereinafter referred to as "Organization", is founded on the decision of the constitutive meeting on February 11, 2001.

1.2. The Organization is an independent public affiliation based on membership, it is built in accordance with the Constitution of the Russian Federation, Civil code of the Russian Federation, Law of the Russian Federation "On public organizations", and other legal acts.

1.3. The Organization is a legal person according to the Russian legislation, it has the rights and duties, foreseen by the legislation of the Russian Federation for public organizations.

1.4. The Organization has the right to gain property and non-property rights on its own behalf, to bear duties, to be a plaintiff and defendant in the court, arbitration or arbitration courts, in order to achieve the authorized purposes to commit the transactions conforming to the legislation in the territory of the Russian Federation and abroad.

1.5. The Organization has separate property and independent balance, ruble and currency accounts in banking establishments, round stamp with its name. The Organization has the right to have its own colors, emblem, streamers and other symbolic which is to be registered in the order established by the legislation of the Russian Federation.

1.6. The Organization is a voluntary, self-controlled, noncommercial public organization founded on the initiative of a group of citizens, united by common interests and joint activity for protection of these common interests and for implementation of the purposes indicated in the present Charter.

1.7. The activity of the Organization is based on principles of voluntary wish, equal rights, self-management and lawfulness. In frameworks established by the legislation, the Organization is free in definition of the inner structure, forms and methods of its activity.

The Organization is a regional public organization. The region of the activity is the Kaliningrad Region (the Russian Federation). Location of the permanent management body (Presidium): Russian Federation, 236040, Kaliningrad.

1.8. The full name of the Organization in Russian is: Калининградская региональная общественная организация «Ассоциация международных экспертов по вопросам развития Калининградской области».

1.9. The full name of the Organization in English is: the Kaliningrad regional public organization «Kaliningrad Region Development Association of International Experts».

1.10. In accordance with the current legislation the Organization is considered to be founded from the moment of taking the decision on its creation. The legal capacity of the Organization as a legal person comes into force from the moment of its state registration in the established order.

1.11. The activity of the Organization is open, and information on its constituent and programmatic documents is public.

II. GOALS, TASKS AND DIRECTIONS OF THE ACTIVITY OF THE ORGANIZATION

2.1. The Organization is founded with the purposes of assistance to the Kaliningrad Region development as a pilot region in relationships of Russia and countries of the European Union.

2.2. The main tasks of the Organization are:

·             Joining efforts and coordination of the activity of experts within the framework of implementation of the projects and development programs of the Kaliningrad Region;

·             Information exchange;

·             Participation in the joint projects;

·             Assistance to the development of positive image of the Kaliningrad Region in the world community.

2.2.For implementation of the goals and tasks the Organization executes:

·         Elaboration of development programs of the Kaliningrad Region and their practical implementation;

·         Creation of the information data bases;

·         Organizational and methodical as well as consulting and informational provision of the projects and development programs of the Kaliningrad Region;

·         Other directions assisting development of amateur creativity.

2.3.In order to achieve the authorized goals and tasks the Organization has the right:

·         To commit different transactions on its own behalf;

·         To gain property and personal non-property rights;

·         To disseminate freely the information on its activity;

·         To represent and to defend the rights and legitimate interests of its members and participants, and other persons in the order established by the law;

·         To act with the initiatives on different questions of public life, to come up with proposals to the state authorities;

·         To attract on a voluntary basis means of state organizations, institutions, offices, local self-government institutions, public affiliations, banks, commercial organizations, foreign state and other institutions and organizations, and also individual citizens;

·         To create economic partnerships, companies and other economic organizations, and also to gain property intended for economic activities management;

·         To determine independently the order, form of organization and salary payment to the permanent members of staff and invited specialists;

·         To execute any other activity, not forbidden by the current legislation, directed to the achievement of the authorized goals of the Organization.

The Organization has the right to perform entrepreneurship activity as it works for reaching the authorized purposes, for the sake of which it was created, and corresponding to these purposes.

The entrepreneurship activity is performed by the Organization in accordance with the Civil code of the Russian Federation, the Federal Law “On coming into force the first part of the Civil code of the Russian Federation” and other legal acts of the Russian Federation.

The Organization can create economic partnerships, companies and other economic organizations, and also to gain property intended for entrepreneurship activity. The economic partnerships created by the Organization, companies and other economic organizations wire payments to corresponding budgets in the order and amount regulated by the Law of the Russian Federation.

The profit from the entrepreneurship activity of the Organization cannot be relocated between the members of the Organization and should be used only for authorized purposes. The Organization can use the own money for charitable purposes.

2.4.The Organization is obliged:

·        To follow the legislation of the Russian Federation, recognized principles and norms of international law related to the sphere of its activity, and also norms envisaged by the Charter and other documents;

·        To publish an annual report on using its property or provide availability of the mentioned report;

·        To inform annually the public organization registering body on continuation of it’s activity with indication of actual location of permanently acting management body, its name and information of the leaders of the public organization in the volume necessary for the unique state register of judicial persons;

·        To submit on the request of the public organization registering body the decisions of the management body and officials of the public organization, and also its annually and quarterly reports on its activity in the volume necessary for the tax inspection;

·        To allow representatives of the public organization registering body to the events held by the Organization;

·        To assist representatives of the public organization registering body in getting acquainted with the activity of the Organization in order to reach the authorized purposes and to follow the law of the Russian Federation.

III. THE RIGHTS AND DUTIES OF THE MEMBERS OF THE ORGANIZATION

3.1. The members of the Organization can be:

·         Citizens of 18 years and older of the Russian Federation, foreign citizens and stateless persons sharing the goals of the Organizations, admitting the Charter, having paid the entrance fee, paying regular membership fees and personally participating in the activity of the Organization;

·         Public affiliations being legal persons, having expressed solidarity with the goals and tasks of the Organization, admitting the Charter, paid the entrance fee, paying regular membership fees and assisting in the activity of the Organization, also by financing the activities.

In order to be admitted to the members of the Organization the candidate (physical person) should:

-  present recommendations of two acting members of the Organization;

-  have publications on the issues of the Kaliningrad Region development.

3.2. Physical persons are admitted to the members of the Organization on personal application, public affiliations are admitted on application with the appendix of the conforming decision of the management bodies.

3.3. The acceptance and expulsion from the members of the Organization is done by the General assembly of the members of the Organization by working majority of voices from the quantity of the Organization members present.

3.4. The Presidium registers the members of the Organization. The basis for adding and eliminating from the list of the members of the Organization is the conforming decisions of the General assembly, and also application of the members of the Organization to leave the Organization.

3.5. Members of the Organization have the right:

·         To use support, protection and assistance of the Organization;

·         To participate in the election of managing and controlling bodies of the Organization and to be elected;

·         To participate in the activities of the Organization;

·         To come up with proposals on the activity of the Organization, and to participate in their discussion and implementation;

·         To represent the Organization in state and other bodies, and also in relations with other organizations and citizens on a commission of its elected bodies;

·         To receive the information on the activity of the Organization;

·         To come out freely from the members of the Organization on the application.

3.6. Members of the Organization are obliged:

·         To observe the Charter of the Organization;

·         To participate in the activity of the Organization;

·         To pay membership fees in time;

·         To execute the decisions of management bodies of the Organization;

·         To promote by the activity the increase of an overall performance of the Organization;

·         Not to commit operations breaking the Charter of the Organization, and also operations rendering intellectual or material damage of the Organization, to abstain from the activity contradicting the goals and tasks of the Organization.

3.7. A member of the Organization, being the legal person, terminates the membership in the Organization by submission of the application to the Presidium of the Organization with the appended document with the conforming decision of the management body of this legal person.

3.8. A member of the Organization is considered leaving it from the moment of submission of the application.

3.9. Members of the Organization can be eliminated for non-payment of membership fees, for the activity contradicting the goals and tasks of the Organization, and also for the activities discrediting the Organization, rendering intellectual or material damage.

3.10. The expulsion from the members of the Organization is made by the General assembly of the members in accordance with the article 4.2. of the Charter.

3.11. Members of the Organization can be given certificates of a member of the Organization. The form of the certificate is approved by the Presidium.

3.12. Member of the Organization has one vote.

IY. ORGANIZATIONAL STRUCTURE AND

MANAGEMENT BODIES OF THE ORGANIZATION

4.1. The supreme management body of the Organization is the General assembly of the members «Kaliningrad Region Development Association of International Experts» which is convoked not less than once a year.

4.2. The extraordinary General assembly can be convoked on the demand of not less 1/3 of its members, the Revision committee or the Presidium. The participants and members of the Organization are informed about the convocation of the General assembly personally not later than 15 days before the date of the General assembly meeting.

The exclusive competence of the General assembly of the Organization is:

·         To elect President and Vice-president of the Organization, members of the Presidium, the Revision committee (Auditor) for the period of one year and termination of their duties before term;

·         To accept into members of the Organization and to expel from the members of the Organization;

·         To approve the reports of the Presidium and the Revision committee (Auditor);

·         To approve the Charter of the Organization, and also changes and additions to it;

·         To take a decisions on reorganization and liquidation of the Organization;

·         To determine the sizes of annual and entrance fees;

·         To determine rates of commission for the members of the Presidium and the Revision committee (Auditor);

·         To take decisions on founding economic organizations, commercial and other enterprises ensuring implementation of tasks and goals of the Organization, and to approve their constituent documents;

·         To take decisions on creation (liquidation) of affiliations and representations and to approve articles on affiliations and representations;

·         To take decisions on participation and on the forms of participation in the activity of other public affiliations;

·         To take decisions on acquisition of the shares of economic companies, and also on founding companies and organizations together with other representatives;

·         To approve financial plan, annual report and annual bookkeeping balance;

·         To determine and approve guidelines of the activity of the Organization, principles of building and using its property.

The issues relating to exclusive competence of the General assembly are adopted by the majority of 2/3 of the amount of members and cannot be given to other management bodies of the Organization.

Decisions of the issues, which are not relating to exclusive competence, are taken by the majority of votes of the members of the Organization, present at the meeting.

4.3. The General assembly is competent if more than a half of the members of the Organization are present. The decisions are taken by an open vote. For want of quorum the General assembly can be postponed for the term of about 15 days. The repeated meeting is competent on the issues, not relating to the exclusive competence, if not less than 1/3 of the members of the Organization are present.

4.4. In the period between General meetings a permanent management body of the Organization is the Presidium. The structure of the Presidium consists of President, Vice-president and members of the Presidium. The President supervises the activity of the Presidium. President, Vice-president and members of the Presidium can be elected only from among the members of the Organization. Member of the Presidium has one vote.

4.5. The Presidium of the Organization:

·        Adopts the structure and staff schedule of the Organization and establishes the salary amount for staff members of the Organization;

·         Registers lists of the members and participants of the Organization;

·         Executes the control over implementations of the decisions of the General Assembly;

·         Considers and approves the budget of the Organization;

·         Prepares issues for discussion at the General assembly of the Organization;

·         Takes decisions on creation of departments of the Organization;

·         Annually informs the body registering public affiliations on prolongation of the activity with a statement of the location of the Presidium of the Organization, and data about the leaders of the Organization as required by the legislation;

·         Considers and solves other issues which are not included in exclusive competence of the General assembly of the Organization.

4.6. The meetings of the Presidium are carried out as required, but not less than once per one quarter of a year. The meetings are considered competent with the participation of more than a half from total number of members of the Presidium. The Secretary of the Presidium personally informs all the members of the Presidium about the date of the Presidium meeting and the agenda. The decisions are taken by an open vote by working majority of voices of the members of the Presidium present. The meeting of the Presidium is conducted by President of the Organization, and in his absence by Vice-president or by one of the members of the Presidium.

4.7. Minutes of the meetings of the Presidium are conducted by the Secretary elected from the members of the Presidium. If necessary the functions of the Secretary can be executed by any of the members of the Presidium.

4.8. President of the Organization:

·         Supervises the activity of the Presidium of the Organization, signs the decisions taken by the Presidium;

·         In the period between the meetings of the Presidium manages the activity of the Organization, also takes operating decisions on daily activity of the Organization;

·         Signs the constituent documents of economic companies founded by the Organization, and also documents on foundation and the activity of departments;

·         Without the power of attorney represents the Organization in relationships with state, public, religious and other organizations in the Russian Federation and abroad;

·         Executes acceptance and dismissal of the permanent members of staff, including chief accountant;

·         Encourages the permanent members of staff for active work, imposes penalties on them in the order established by the legislation;

·         Takes decisions on acquisition of securities (except for shares);

·         Executes other executive and organizational functions.

4.9. President of the Organization issues the orders and disposals. President of the Organization has the right to sign bank documents.

4.10. Vice-president leads directions of the activity in accordance with the duties stated by the Presidium. In the absence of President Vice-president executes his functions. President is considered to be absent if he cannot execute the duties on the condition of health or being on holiday, business trip etc. The decision to entrust Vice-president with the President’s duties is made by the disposal of President or by the decision of the Presidium. At impossibility of issuing of such disposal the indicated bodies make it. Vice-president has the right to take a decision independently on assumption of the duties of President for the time of his absence.

4.11. The Revision committee of the Organization (Auditor) is elected by the General assembly for the period of one year. The quantitative structure of the Revision Committee is determined by the General assembly.

4.12. The Revision committee (Auditor):

·         Carries out revision of financial economic activity of the Organization;

·         Organizes check of financial economic activities of the Organization not less than once a year;

·         If necessary attracts auditor organizations for checks.

Members of the Revision commission (Auditor) can participate in meetings of the Presidium with a voice but no vote.

Members of the Revision Committee (Auditor) cannot enter the Presidium.

Y. PROPERTY AND FINANCIAL ECONOMIC ACTIVITY OF THE ORGANIZATION

5.1. The Organization can have buildings, constitutions, housing fund, land lots, transport, equipment, stock, money resources, shares, other securities in its property indispensable for material maintenance of the authorized activity of the Organization.

5.2. Institutions, publishing houses, mass media created and gained at the expense of the means of the Organization in accordance with its authorized purposes can also be the property of the Organization.

5.3. The Organization is responsible under the obligations by its property, which can be undergone the penalty in accordance with the current legislation. Members of the Organization do not answer for obligations of the Organization, as well as the Organization does not answer for obligations of the members of the Organization.

5.4. Sources of formation of the property of the Organization are:

·         Donations, charitable and sponsor's entries from the citizens and legal persons;

·         Entering and membership fees;

·         Bank credits;

·         Deductions of the economic organizations, established by the Organization;

·         Receipts from the activities of the Organization;

·         Incomes of economic activities;

·         Incomes of foreign trade activities;

·         Receipts from other sources, not forbidden by the current legislation.

5.5. The Organization does not pursue the purpose of getting profit; incomes of entrepreneurship activity of the Organization are used for the achievement of the authorized tasks of the Organization and are not subject to reallocating between members of the Organization.

5.6. Members of the Organization have no property right on the property lot of the Organization.

YI. ORDER OF TERMINATION OF THE ACTIVITY OF THE ORGANIZATION

6.1. The activity of the Organization is terminated by its reorganization (coalescence, affiliation etc.) or liquidation. Reorganization of the Organization is implemented under the decision of the General assembly. Liquidation of the Organization is implemented under the decision of the General assembly in accordance with the present Charter, and also under the decision of the court.

6.2. The Organization is considered to be reorganized after making corresponding changes into the unique state register of judicial persons. The property and means of the Organizations is given to new judicial persons after its reorganization in the order established by the Civil Code of the Russian Federation.

6.3. For liquidation of the Organization the General assembly assigns liquidating commission, which makes liquidating balance. The property and means of the Organizations left after the termination of its activity and calculation with the budget, employees of the Organization, banks and other creditors, are spent for the purpose foreseen by the present Charter, and are not subject to distribution between members of the Organization.

6.4. Documents on a personnel structure at liquidation of the Organization are transferred to state storage in the established order.

6.5. The decision on liquidation of the Organization is submitted to the registering body for its expulsion from the unified state list of the legal persons.

6.6. The Organization is considered liquidated after being excluded from the state register.