Approved
by the decision of the General meeting of the members of the INTERCABLE
Association (Interregional Civic Organization of cable and cable production equipment
manufacturers) of 30 June, 2003, Minutes of meeting ą 1
Amendments made:
Minutes ą 44 of
the General meeting of the members of
NON-PROFIT PARTNERSHIP OF CABLE AND WIRE MANUFACTURERS
“INTERNATIONAL ASSOCIATION “INTERCABLE”
of 20
November, 2012
ARTICLES OF ASSOCIATION
NON-PROFIT
PARTNERSHIP
OF
CABLE AND WIRE MANUFACTURERS
“INTERNATIONAL
Association “INTERCABLE”
Moscow – 2012
1. GENERAL PROVISIONS
1.1. The NON-PROFIT PARTNERSHIP OF CABLE AND WIRE MANUFACTURERS “INTERNATIONAL Association
“INTERCABLE”, hereinafter referred to as “Association”,
was formed by way of reorganization in the form of transformation of the Interregional
Civic Organization of cable and cable production equipment manufacturers
“INTERCABLE” (ICO “INTERCABLE”), registered by the Moscow Registration Chamber on 13 December, 1990, ą 1353, and entered into the Unified State Register of Legal Entities on 6 September, ą ÎĂĐÍ 1027739156499.
The transformation of ICO “INTERCABLE” into the NON-PROFIT
PARTNERSHIP OF CABLE AND WIRE MANUFACTURERS “INTERNATIONAL ASSOCIATION “INTERCABLE” was
carried out in accordance with the norms of the Civil Code of the Russian
Federation, the Federal Law “On public Associations” ą 85-ÔÇ, of 19 May, 1995. The “Association”
executes its activities on the basis of the Federal Law “On non-profit
organizations” ą 7-ÔÇ, of 12 January,
1996 and the present Articles of Association.
1.2. The “Association” is the
legal successor of ICO “INTERCABLE” in respect of all the rights and obligations
of the latter as of the date of transformation in accordance with the Deed of Assignment
of 30 June, 2003, approved by the General meeting of the members of ICO “INTERCABLE”,
Minutes of the meeting ą 1 of 30 June, 2003.
1.3. The “Association” is a
legal entity – a non-profit organization based on the membership, established to
assist its members in their activities aimed at achieving the goals set by the
present Articles of Association.
1.4. Profit earning is not the main aim of the activities.
1.5. The “Association” accrues the rights of legal
entity from the moment of its state registration.
1.6. The time of the “Association” activities is
unlimited.
1.7. The full name of the “Association” in Russian:
ÍĹĘÎĚĚĹĐ×ĹŃĘÎĹ
ĎŔĐŇÍĹĐŃŇÂÎ ĎĐÎČÇÂÎÄČŇĹËĹÉ ĘŔÁĹËÜÍÎÉ ĎĐÎÄÓĘÖČČ «ĚĹĆÄÓÍŔĐÎÄÍŔß ŔŃŃÎÖČŔÖČß
«ČÍŇĹĐĘŔÁĹËÜ»
The
abridged name in Russian:
ÍĎ «ŔŃŃÎÖČŔÖČß «ČÍŇĹĐĘŔÁĹËÜ»
1.8.
The full name of the “Association” in English:
NON-PROFIT
PARTNERSHIP OF CABLE AND WIRE MANUFACTURERS “INTERNATIONAL ASSOCIATION
“INTERCABLE”
The
abridged name in English:
IA “INTERCABLE”
1.9. The “Association” residence address: 5, Shosse Entuziastov,
Mailing address and document
storing place of the “Association”: 5, Shosse Entuziastov,
1.10. The “Association” has a seal with its full name in
Russian. The “Association” has a right to
have stamps and letterheads with its name, a logo registered in accordance with
the established procedure and other means of visual identification.
1.11. The “Association” has an independent balance-sheet,
budget, settlement and other accounts in bank institutions of the
1.12. The “Association”
maintains book-keeping, statistical reports and paperwork in accordance
with the procedure established by the
1.13. The “Association” may set
up branch offices and representative offices on the territory of the
1.14. The members of the “Association”
are not liable for its obligations and the “Association” is not liable for the
obligations of its members.
1.15. The state bears no responsibility
for the “Association” obligations, as well as the “Association” bears no
responsibility for the state obligations.
2. GOALS AND SCOPE (KINDS) OF ACTIVITIES
2.1. The goals of the “Association” activities are the
following:
•
rendering of assistance
to its members in their business initiatives in the field of cable products,
cable manufacturing equipment and materials;
•
rendering of assistance
in production and scientific and technical cooperation, modernization
of production capacities and creation of joint ventures;
•
rendering of assistance
in performing measures for environmental protection and handling ecological problems that may arise during production and use of cable products,
cable materials and processing equipment;
•
rendering of assistance
in solving problems of material and energy consumption decrease during cable
and wire production;
•
rendering of help
in cooperation of its members in the area of quality improvement and raising
the competitive capacity of manufactured products;
•
search of potential
partners among the enterprises, unions and organizations within the
“Association”, as well as organizations and companies not belonging to the
“Association” in order to establish direct contacts between them;
•
improvement
of relations with industry branches involved in the development and production
of materials applied in cable and wire manufacturing;
•
participation
in international exhibitions and fairs;
•
providing the
“Association” members with information about scientific and technical achievements in the field of
cable technology;
•
professional
development and raising the level of scientific and technical skills of the “Association” members;
•
rendering of
help to the “Association” members in protection of their legal rights and dispute
settlement.
Expenses for the abovementioned services
rendered to the “Association” members are incurred out of membership, entrance,
registration fees and other earnings.
2.2. In order to fulfill the required
duties in accordance with the procedure established by the current
legislation of the country of residence the “Association” has a right to
perform the following kinds of activities:
•
at its own
discretion to develop and approve programs of its activities;
•
to have business
contacts with enterprises, organizations and companies not belonging to the
“Association” with regard to those issues that are within the competence of the
“Association”;
•
to take part in
exhibitions and fairs, to organize specialized exhibitions, symposiums and
seminars, to publish and distribute advertising and reference literature, to
distribute printed and radio-electronic
information, as well as to perform other information activities
necessary for the achievement of the “Association” goals;
•
at its own discretion
to approve the “Association” staff and the staff of the representative offices
(bureaus) if such offices are formed;
•
to involve specialists
for the performance of work, to form temporary teams acting on a contract
basis;
•
to send (with
payment of traveling expenses) the “Association” President and employees on
business trips abroad and in the country of residence, as well as in case of
need to recover expenses related to the fulfillment of the established duties
by the Vice-President and the members of the Audit Commission of the
“Association;
•
to
receive specialists of other organizations in the country of residence and in
other countries where the “Association” events take place in order to solve
problems relating to the “Association” activities.
2.3 The “Association” may be involved in entrepreneurial and
other income generating activities
only so far as these activities contribute to
the achievement of the goals for which it was set up and comply with them. All
profits gained from such activities shall not be shared between the members of
the “Association” but shall be used to achieve the goals for which the
“Association” was set up.
2.4. The “Association” has a right to use loans from
Russian and foreign banks both in Russian and foreign currency, to purchase
currency in accordance with the procedure established by the current
legislation of the country of residence.
2.5. The “Association” has a right,
in accordance with the procedure established by the current
legislation for the purpose of protecting the cash assets against inflation, to
invest in securities and other assets, to deposit funds with credit
institutions.
2.6. The licensed types of
activities are performed by the “Association” based on the licenses obtained in
accordance with the established procedure.
3. MEMBERSHIP
3.1. The “Association” may consist of the following members:
Russian and foreign legal entities which are manufacturers of cable products
and/or cable processing equipment, and/or cable materials, as well as research
organizations, trade and intermediate organizations involved in the cable
industry that share the “Association” goals, the provisions of the Articles of Association
and are admitted to the “Association” according to the procedure and on terms
provided by the present Articles of Association and the Regulations
on entry into the NON-PROFIT PARTNERSHIP OF
CABLE AND WIRE MANUFACTURERS “INTERNATIONAL ASSOCIATION “INTERCABLE”.
3.2. The “Association” membership is on a voluntary
basis. The “Association”
is
open for admittance of new members according to the procedure defined by the
present Articles of Association and the internal documents of the
“Association”.
4. RIGHTS AND OBLIGATIONS OF THE “ASSOCIATION” MEMBERS
4.1. All members of the “Association” have equal
rights and obligations.
4.2. The “Association” members must:
•
observe the
requirements of the present Articles of Association and the internal documents
of the “Association”;
•
fulfill the obligations
assumed with respect to the “Association”;
•
provide information
required for the solution of problems relating to the “Association” activities;
•
take an active
part in the settlement of problems that the “Association” is faced with, promote
the “Association” activity development;
•
pay in proper
time the entrance, membership and other fees that are specified by the present
Articles of Association;
•
fulfill the
decisions of the “Association” management;
•
not exploit
the potentialities of the “Association” membership for purposes other than
stated in the Articles of Association;
•
fulfill
other obligations stipulated by the
4.3. The “Association” members have a right to:
•
elect and be
elected to the “Association” governing bodies;
•
participate
in the “Association” management, take part in the settlement of all questions
related to the “Association” activities;
•
take part in the
meetings, scientific and technical symposiums and other events held by the “Association”;
•
receive
information about the “Association” activities, its plans and programs in
accordance with the procedure specified by the internal documents of the
“Association”;
•
submit
suggestions for discussion to the “Association” governing bodies, including
suggestions for the agenda of the General meetings of the “Association” members,
take part in their discussions and voting during decision making;
•
apply to the “Association” governing bodies for
any questions relating to the “Association” activities, receive advisory,
methodical and other kind of assistance from the “Association”;
•
inquire the “Association”
governing bodies about the state of fulfillment of the “Association” General
meeting decisions and implementation of the suggestions made;
•
take part in
the implementation of projects and programs developed and financed by the
“Association”;
•
transfer cash
assets, securities and other property into ownership or use of the
“Association”;
•
have access to
the information databases of the “Association”;
•
enjoy the support
and protection of their rights and interests by the “Association”;
•
obtain, in
case of liquidation of the “Association”, a part of its residual property after
the settlement of accounts with the creditors,
within the amount of their entrance property contribution;
•
withdraw from
the “Association” at their own discretion;
•
exercise other
rights provided by the
4.4. The rights and obligations of the “Association”
members cannot be transferred to the third parties with the exception of cases
stated in the Articles of Association.
4.5. The damage to the “Association” caused through
the fault of its members shall be reimbursed by them in accordance with the
decision of the “Association” General meeting.
The amounts due as the compensation of the damage caused shall be
credited to the settlement account within 30 days from the date of the
decision.
4.6. The “Association” members retain their legal and
economic independence.
5. PROCEDURES OF ADMISSION TO THE
“ASSOCIATION” AND WITHDRAWAL FROM IT
5.1. The “Association” is open for the entrance of new
members. New members are admitted to the “Association” by the General meeting of
the “Association” members upon the recommendation of the “Association” Management
Board on the basis of the application of the organization wishing to join the “Association”
and the written recommendation of one of the “Association” members.
5.2. The legal entity having an intention to become a
member of the “Association” (hereinafter referred to as “Applicant”) must
submit the following documents:
- application addressed to
the President of the “Association” signed by the authorized body of the
Applicant and containing the following:
a short characteristic of the Applicant’s production capabilities; contact
information including telephone numbers, faxes, e-mail addresses and other
data;
- properly attested copies of
the documents confirming the authority of the bodies that signed the
application;
- recommendation of one of
the “Association” members.
5.3.
The President of the “Association” verifies the availability of the required
documents and submits the proposal about the admission of a new member into the
agenda of the next meeting of the “Association” Management Board.
5.4.
After the recommendation of the Management Board the President of the
“Association” submits the question about the admission of the Applicant to the
next General meeting of the “Association” members that is held after filing of
the application. The presence of the Applicant representative at this General
meeting is obligatory.
5.5.
The Applicant is admitted to the “Association” if more than half of the “Association”
members present at the General meeting vote for the Applicant.
5.6.
The Applicant admitted to the “Association” must without fail be acquainted with
the Articles of Association and the Regulations on the membership in the
“Association”.
5.7. The Applicant must pay the entrance fee within 30
days from the date of the “Association” General meeting decision about the
admission of the Applicant to the “Association”. The membership comes into
effect from the moment the entrance fee is credited to the bank account of the
“Association”.
5.8. The rates of the entrance and membership fees are
defined by the decisions of the General meetings.
5.9. Any “Association” member may withdraw from it at
its own discretion.
5.10. The withdrawal of a member from the
“Association” is preceded by the submission of a written application. Within
six months after the member submits the application about the withdrawal from
the “Association” the Management Board of the “Association” shall put the
question about the withdrawal to the next General meeting. The
“Association” membership is terminated after the decision of the General
meeting to expel the Applicant from the “Association”. The membership fees
shall be paid by the member withdrawing from the “Association” up to the moment
the decision about the withdrawal of this member is taken at the General
meeting.
5.11.
Readmission to the “Association” is allowed only after
at least two years from the moment of withdrawal and provided that the
organization had no debts to the “Association” at the time of its withdrawal.
In case of debt it shall be paid off in full.
5.12. The “Association” member may be expelled
from the “Association” in the following cases:
- in case of failure to pay the membership fees within a year
and a half after the due date for payment;
- if the member’s activities no longer comply with the
Articles of Association;
- in case of repeated gross violations of the Articles of
Association hampering or
seriously
complicating the “Association” activities;
- in case of activities that violate the current legislation
and discredit the “Association”;
- in case of breach of obligations undertaken in respect of
the “Association”.
5.13.
The procedure for expulsion of a member of the “Association”:
- any member of the “Association” may initiate the expulsion
from the “Association”;
- the decision about expulsion from the “Association” is taken
by the General meeting of the “Association” members at the suggestion of the Management Board;
- the “Association” member is considered expelled from the day
following the date of the decision taken;
- the General
meeting decision about expulsion is final and shall be sent to the expelled
member by registered mail or handed over against receipt.
5.14. The
“Association” member that was expelled from the “Association” or left it
voluntarily has no right for receiving part of the “Association” property
and/or cost of its property, including the cost of the property transferred by
the member to the ownership of the “Association”, neither has this member the
right for the return of the membership fees or their part.
6. MANAGEMENT SCHEME
6.1. The superior body of the “Association” is the General
meeting of its members. The main function of the General meeting is to ensure
the observance of the goals in the interests of which the “Association” was
founded. The General meeting of the “Association” members is formed of the
representatives of the organizations-members of the “Association” appointed
according to the procedure specified in the foundation documents of the
organizations-members of the “Association”. The General meeting decisions are
obligatory for all members of the “Association”.
6.2. The General meeting scope
of authority covers the following issues:
1. Determination of the priority directions of the
“Association” activities, principles of formation and use of its property;
2. Amendments to the Articles of Association;
3. Election (appointment) of members of the Management
Board, President, Vice-President, Executive Director, Audit Commission and
early termination of their powers;
4. Reorganization and liquidation of the “Association”;
5. Taking decisions about expulsion of the “Association”
members and approval of decisions about admission of new members to the
“Association” upon the recommendation of the Management Board, approval of the
procedures for admission of new members and expulsion from the “Association”;
6. Approval of the rates and procedures for making
special purpose contributions to cover the running costs of the “Association”,
fixing the rates of the membership and entrance fees of the “Association”
members;
7. Approval (amendment) of the financial plan of the
“Association”;
8. Approval of the annual report and the annual balance
sheet ;
9. Establishing of subsidiaries and opening of
representative offices, participation in other organizations;
10. Specifying the number
of members of the Management Board;
11. Approval of the Audit Commission reports;
12. Approval of the
reports on the financial activities of the “Association”;
13. Approval of the
“Association” budget of expenditure and amendments to it;
14. Approval of the
internal documents of the “Association”;
15. Other issues by
consent of the “Association” members.
6.3. General meetings of the
“Association” members are summoned by the Chairman of the Management Board –
the President of the “Association” as may be necessary, but at least once a
year. The members of the “Association” are
informed in written form about the calling of the General meeting at the latest
of 30 days before the date of the meeting.
6.4. The Chairman of the General
meeting is the Chairman of the Management Board – the President of the
“Association”. The Chairman of the General meeting presides over the meeting
and checks up the authority of the representatives of the “Association”
members. In the absence of the President his duties are fulfilled by the
Vice-President.
6.5. The General meeting is
considered legally qualified if representatives of no less than half of the
“Association” members are present. The decisions are taken by a simple majority
vote. The form of voting is determined by the General meeting.
6.6. Unscheduled General
meetings of the “Association” members may be held at the initiative of no less than one third of the “Association”
members, of the President, as well as upon request of the “Association”
Management Board or Audit Commission.
6.7. The issues specified in sub-items
1, 2, 3, 4 of item 6.2 refer to the exclusive competence of the General
meeting. The decisions referring to the exclusive competence of the General
meeting are taken by a qualified majority of 2/3 votes of the “Association”
members present at the General meeting. The decision about reorganization is
taken unanimously by all of the “Association” members present at the General
meeting.
6.8. The “Association” members may put issues
for consideration on the agenda of the General meeting with the President being
informed about it. The final agenda is formed by the Management Board.
6.9. The permanent
collective body of the “Association” is the
Management Board headed by the Chairman of the Management Board being at the
same time the President of the “Association”. The Management
Board reports to the General meeting of the “Association” members. The number
of members of the Management
Board is specified by the decision of the General meeting depending on the
total number of the “Association” members, but
no less than seven persons including the President and the Vice-President who
are members of the Management Board by virtue of their positions. The members
of the Management Board are elected by a simple majority vote at the General
meeting of the “Association” members for the period of 3 years. The elections
are considered valid if 2/3 of the “Association” members are present at the
General meeting. Voting by proxy in accordance with the current legislation is
allowed.
6.10. The members of the
Management Board shall find new opportunities for expanding the “Association”
activities and facilitate the establishment of essential business connections.
6.11. The following issues are
within the competence of the Management Board:
-
drawing up of
the General meeting agenda;
-
recommendations
on admission of new members and expulsion from the “Association”;
-
determination
of current lines and future prospects of the “Association” activities;
-
formation of
working groups according to particular lines and kinds of the “Association”
activities;
-
signing of labour
contract with the Executive Director;
-
appointment
of the Chief Accountant and signing of labour contract with him;
-
selection of topics
to be discussed at technical symposiums of the “Association” with appropriate
approval by the General meeting;
-
selection of
venue and time of scheduled General meetings;
-
approval of
internal statutory documents of the “Association”;
-
decisions
about participation of the “Association” in other organizations;
-
authorities transferred to the competence of the Management Board
by the General meeting of the “Association”.
6.12. During the
intervals between the General meetings the President and in case of his absence
– the Vice-President – is in charge of the “Association” activities. The
President and the Vice-President are elected by the General meeting of the
“Association” members from among the management or owners of the
enterprises-members of the “Association” for a period of 3 years. The elections
are considered valid if no less than 2/3 of the members of the “Association”
are present at the meeting. Voting by proxy shall be allowed. The President and
the Vice-President are elected by a simple majority vote. The President represents
the interests of the “Association” and acts in the name thereof based on the
present Articles of Association with full authority when dealing with
governmental and supervisory authorities, community organizations and
enterprises.
He
presides at all General meetings of the “Association”
members, signs minutes of the meetings and sessions of the Management Board. The
President takes no part in the voting. However he has a voting right as a
representative of an “Association” member in case he is the only representative
of his organization at the General meeting of the “Association” members.
The
“Association” documents are certified by the President’s or the
Vice-President’s signatures.
The
Management Board is authorized to decide
the issues within its competence by a simple majority vote
provided no less than fifty percent of the Management Board members are
present.
The
President summons the sessions of the Management Board and presides at the
sessions, he arranges taking of minutes at the Management Board sessions, gives
tasks to the members of the Management Board and controls their fulfillment.
Facsimile
and electronic communication shall be allowed to be used during these sessions.
6.13. The sole executive body of the “Association” is
the Executive Director who is appointed by the General meeting of its members. The Executive Director reports to the General
meeting and during the period between the General meetings he also reports to
the Management Board of the “Association”.
During the periods between the General meetings and sessions of the
Management Board of the “Association” the Executive Director reports to the
President and in the absence of the President – to the Vice-President.
6.14. By virtue of his competence the Executive
Director:
- administers the day-to-day operations of the
“Association”;
- arranges the “Association” activities and bears
personal responsibility for the results before the General meeting and the
Management Board of the “Association”;
- in accordance with the current legislation and the
present Articles of Association acts with full authority in the name of the “Association”
when dealing with any Russian and foreign legal entities and individual
persons, concludes contracts and agreements, including labour ones, in the
Russian Federation and abroad, makes bargains;
- opens accounts in banks and other credit institutions;
- manages the “Association” property and funds within
the budget approved by the General meeting;
- takes decisions about filing of suits and claims
against organizations and individual persons both in the Russian Federation and
abroad according to the current legislation;
- engages and dismisses employees of the
“Association”, uses measures of stimulation and disciplinary actions for them;
- issues orders, regulations, approves job descriptions,
personnel arrangements and other aspects regulating the working conditions of
the “Association” employees;
- assures observance of labour law and labour discipline,
fulfillment of necessary safety and accident prevention measures and sanitary
regulations by the “Association” employees;
- arranges registration and book-keeping and bears
responsibility for the adequacy of data;
- certifies with his signature financial and in-house
documents of the “Association”, issues powers of attorney;
- presents draft estimates of administrative and
maintenance expenditures of the “Association” to be further approved by the
General meeting of the “Association” members and submits such drafts to the
Management Board;
- prepares all materials required for the General
meetings of the “Association” members;
- manages the fulfillment of the General meeting decisions
and presents the appropriate reports;
- arranges the “Association” Management Board sessions
and takes the minutes of the Management Board sessions;
- prepares and forwards information and other
materials concerning the “Association” activities to the members of the “Association”
Management Board and to the “Association” members;
- fulfills other functions by order of the General
meeting of the “Association” members and the “Association” Management Board.
6.15. The Executive Director fulfills his duties on
the basis of a fixed-term employment contract.
6.16.
Early termination of the Executive Director authorities may be possible by the
General meeting decision in accordance with the current labour legislation of the
RF.
7.
SUPERVISORY AND AUDIT BODY
7.1. The
supervisory body of the “Association” is the Audit Commission elected by the
General meeting for the period of three years and consisting of at least three
members.
7.2. The
Executive Director and the members of the Management Board including the President
and the Vice-President may not be members of the Audit Commission.
7.3. The
Audit Commission prepares a report containing its conclusion decision on the annual
statement and balance sheet and submits it to the Management Board. The report
is approved by General meeting.
7.4. The
members of the Audit Commission have a right to compensation of the expenses
directly related to their participation in the Audit Commission activities.
7.5. The
Audit Commission:
- conducts audits of the “Association” financial and
economic activities at least once a year. It shall be
allowed to involve auditing services;
- monitors the fulfillment of the decisions of the “Association”
management;
- ensures the observance of the current legislation by
the “Association” management;
- checks the annual balance sheet, the administration
of the budget, submits its conclusion decision for consideration and approval
by the General meeting.
7.6. The members of the Audit Commission have a right
to demand from the “Association” officials to provide any kind of required
documents and if necessary – personal explanations.
7.7. The Audit Commission has a right to demand
calling of an extraordinary
General meeting if a real threat to the “Association”
interests has occurred or
any kind of abuse from the officials has been revealed.
8. THE SOURCES OF THE “ASSOCIATION”
FUNDS AND PROPERTY
8.1.
The “Association” may own buildings, facilities, housing
stock, equipment, tools, cash assets in roubles and foreign currency, securities
and other property. The “Association” may own or have the right of perpetual
use of land.
8.2.
The sources of the “Association” property in monetary and other forms are the
following:
- entrance contributions;
- membership fees;
- registration fees;
- income (dividends,
interest) arising from the investment of the “Association” funds into bank
deposits and other assets;
- income arising from the
“Association” property and borrowed funds;
- other types of earnings not
prohibited by the existing legislation.
8.3. The income arising from the
“Association” activities shall not be redistributed among the “Association” members
and shall be used only and exclusively for the aims stipulated by the Articles of
Association in accordance with the approved budget.
8.4. The owner of the property
is the “Association”, each particular member of the
“Association” has no right of ownership for the part of property belonging to
the “Association”.
8.5. The “Association” disposes of its funds on its
own. The “Association” funds may be used exclusively to achieve its goals,
which include the
required real
estate acquisition, remuneration of the
employees’ labour, remuneration of the subcontractors’ labour, formation of or
participation in companies performing the activities necessary for the
“Association”, gratuitous transfer to the third parties in accordance with the
budget.
8.6. The “Association” has the right to transfer, dispose
of, rent or lease its own movable and immovable property and intangible assets,
not prohibited for circulation by the
8.7. The property transferred to the “Association” by
its members shall be in the “Association” ownership.
8.8. The supervision over the use of
the “Association” property and funds shall be carried out according to the procedure
established by the present Articles of Association.
8.9. The initial entrance fee
shall be paid by each new member of the “Association” within 30 days from the
date of entrance. The next annual membership fees are paid by each member of
the “Association” once a year before the 1st of March of the current
year. The fees are paid in cash.
The fee rates, as well as the
changes related to the terms and forms of payments are specified by the General
meeting of the “Association”.
8.10. Cash assets of the “Association” are used for:
- organization and holding of
General meetings of the “Association” members;
- salary of the “Association”
employees;
- financing of the “Association” activities;
- travel expenses of the “Association” employees;
- reimbursement of expenses
related to the performance of duties by the President, Vice-President and
members of the Audit Commission within the framework of the “Association”;
- other purposes related to
the “Association” activities and defined by its management.
8.11. Financial activities of
the “Association” are carried out based on the budget for
each fiscal year approved by the General meeting. The fiscal year begins on the 1st of
January and ends on the 31st of December of the calendar year. At the end of the fiscal year the President of
the “Association” submits the financial statement for the approval by the
General meeting of the “Association” members. The interim financial statement
may be also discussed at the General meeting.
8.12. The “Association” budget is drafted in euros and
approved by the General meeting of the “Association” members. The “Association”
keeps the books, prepares financial and statistical reports in accordance with
the procedure existing in the country of residence. Amendments to the budget line
items may be made based on the decision of the “Association” Management Board
within the approved budget amount. In any case the management expenses and the
cost of the “Association” activities shall not exceed the incomes.
8.13. The power to sign financial documents belongs to
the President, the Executive Director and the Chief Accountant.
9. REORGANIZATION AND LOQUIDATION OF THE
“ASSOCIATION”
9.1. The reorganization of the “Association” shall be
carried out according to the procedure established by the current legislation
of the
9.2. The liquidation of the
“Association” shall be carried out based on the decision of the General meeting
of the “Association” members, the court or other authorized bodies.
9.3. The General meeting of the
“Association” or the body that has taken the decision about the liquidation shall
appoint the liquidation committee and establish the procedure and terms of the
liquidation.
9.4. From the moment the liquidation
committee is appointed the powers to manage the “Association” activities and to
represent it in court are delegated to the liquidation
committee.
9.5. The liquidation committee
shall place in the printed media an announcement about the liquidation of the “Association”,
the procedure and the term for the creditors’ claims.
9.6. After the expiration of
the period for the creditors’ claims the liquidation committee prepares an
interim liquidation balance. The interim liquidation balance shall be approved
by the General meeting of the “Association” members or by the body that has
taken the decision about its liquidation.
9.7. After the settlement of the
creditors’ claims the liquidation committee prepares a liquidation balance to be
approved by the General meeting of the “Association” members or by the body
that has taken the decision about its liquidation.
9.8. After the creditors’ claims
are met the remaining property or its value is to be distributed among the
“Association” members within the amount of the entrance property contribution.
The rest of the property, the value of which exceeds the amount of the property
contribution fees of the “Association” members, shall be used for the purposes
the “Association” was formed for and/or for charitable purposes.
9.9. In case of termination of
the “Association” activities all the documents (administrative, financial, economic, personnel,
etc.) shall be handed down to its legal successor according to the established
rules.
In the absence of the legal successor
the persistent storage documents having scientific and historical value shall be
forwarded for storage to the state archives (“Mosgorarchiv”),
the personnel documents (orders, personal files, record sheets, personal accounts,
etc.) shall be forwarded for storage to the archives
of the administrative district where the “Association” is based. The transfer and
sorting of the documents shall be made by the “Association” itself and at its
own expense in accordance with the archives requirements.
9.10. The “Association” liquidation
is considered completed and the “Association” itself terminated after the appropriate
entry in the unified state register of legal entities is made.
9.11. The decisions concerning
amendments to the Articles of Association are within the competence of the
General meeting.
9.12. The amendments are made
provided that a qualified majority of 2/3 of the “Association” members present
at the meeting voted for the amendments.