Charter

About membership

 

CHARTER

of Non-Commercial Partnership

“International Business Club of Integration and Cooperation “GLOBUS”

 

City of Moscow

2005

 

 

1.1. The Non-Commercial Partnership “International Business Club of Integration and Cooperation “GLOBUS” is a voluntary non-commercial association of legal entities and individuals established for consolidation of efforts, coordination of activities and protection of common interests of Russian and foreign enterprises, resolution of disputes and conflicts, rendering legal aid.

1.2. The Club shall carry out its activities based on the principles of voluntariness, equality of its members, self-governance, rule of law and openness in accordance with the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Act of the Russian Federation No. 7-FZ of January 12, 1996 "On non-commercial organizations", other existing legislation and regulations, and the present Charter.

1.3. The Club arranges its activities in a close interaction with governmental and public organizations of Russia and other foreign countries.

1.4. Name of the Club:

full name in Russian language: Некоммерческое партнерство «Международный Бизнес клуб Интеграции и Сотрудничества» «ГЛОБУС»

full name in English language: Non-commercial partnership «International Business Club of Integration and Cooperation» «GLOBUS»

abbreviated name in Russian language: НП МБКИС ГЛОБУС

abbreviated name in English language: NCP IBCIC GLOBUS

1.5. The Club shall enjoy the legal person rights since the date of its state registration.

1.6. The Club shall have its segregated property, its own balance sheet, it shall be entitled to open, in due course, accounts with banks in the Russian Federation and abroad, it shall have an official seal, stamp, letterhead with its name and other visual identifiers.

1.7. The Club shall be entitled, in order to implement its mission, to enter into transactions, enter into business agreements and other contracts, and also acquire and enjoy proprietary and other rights and bear responsibilities, act as plaintiff and defendant in the courts.

1.8. The Club shall be entitled to open representative offices both in the Russian Federation and abroad.

1.9. No intervention of governmental, public and other authorities in the Club's activities, unless authorized by law, shall be permitted.

1.10. The Club shall be liable against its obligations by its whole property. The property transferred to the Club by its members shall be considered as the Club's property. Members of the Club shall not retain the title to the property transferred to the Club.

1.11. Location of the Club: Office 217, 18 Bolotnaya St., 113035 Moscow, Russian Federation.

 

The mission of the Club is to satisfy needs of members of the Club in obtaining reliable, full and timely information important for financial and business activities in the Russian Federation and providing a wide scope of services complying with common and specific interests, protection of rights and lawful interests of members of the Club and third persons, resolution of disputes and differences, providing legal aid, and also implementing charitable, social, cultural and educational programs aimed at the struggle with terrorism in accordance with the doctrine of the Russian Federation and the world community.

 

2.1. Objectives of the Club :

• arrangement of informal contacts with businessmen from the Arab / Muslim and other countries wishing to make their contribution to the struggle with the international terrorism, exchange of information important for development of business carried out by members of the Club and assistance in the anti-terrorist activities in accordance with the doctrine of the Russian Federation and the world community;
• implementing charitable programs;
• support of business initiatives on the part of members of the Club;
• efficient exchange of commercial information among members of the Club;
• representing interests of members of the Club in different entities;
• rendering consulting services, legal and other assistance to members of the Club;
• providing assistance to members of the Club in establishing contacts with the governmental authorities, foreign partners, arrangement of business trips, providing visa support;
• arrangement of meetings and consultations between members of the Club and leading experts in different fields;
• rendering support to members of the Club in dissemination of commercial offers among other members of the Club, and also a wide specialized audience, assistance in promoting partners' goods and services to the markets of Russia and other countries;
• providing advertisement / information services to members of the Club;
• placement of commercial and image information for members of the Club in the web resources of the Club, including specialized ones;
• arrangement of special programs corresponding to the interests of members of the Club;
• carrying out other activities not prohibited by current legislation and corresponding to the objectives of the Club.

3.1. Members of the Club may include legal entities, commercial and non-commercial organizations, governmental and international organizations, and also individuals which/who acknowledge its Charter and are capable of contributing to implementation of the Club's mission.

3.2. The number of members of the Club shall not be limited.

3.3. Members of the Club shall enjoy legal and economic self-sufficiency.

3.4. Members of the Club shall enjoy all the rights and bear the duties connected with their membership in the Club and determined by the incorporation documents and resolutions of the Club's management bodies.

3.5. Members of the Club are equal between themselves, as regards their rights and duties to the Club.

3.6. Members of the Club shall enjoy the following rights:

• to enjoy the Club's support in protection of their rights and interests against unlawful acts of governmental and other authorities and organizations, as regards the Club's mission and objectives;
• to take part in taking decisions at the Club's Conference with one casting vote right;
• to elect and be elected in the Club's management bodies;
• to nominate members of the Club's Board and propose draft resolutions of the Board;
• to obtain information of the Club's activities, and the condition of its property, in accordance with the procedures stipulated by the Board;
• to extend proposals and objections for discussion by the management bodies of the Club on the matters referred to competence of the Club, its management bodies and members;
• to obtain consulting, methodological, legal and other assistance from the Club;
• to use, on the priority conditions, the Club's information base, and also take part in the Club's activities;
• to contribute property to the Club;
• to dismiss from the Club at their discretion;
• to obtain, in case of liquidation of the Club, a part of its property remaining after completion of settlements with creditors, or value of such property within the value of the property contributed by members of the Club, unless otherwise stipulated by current legislation;
• to enjoy other rights under current legislation, incorporation documents of the Club, and also resolutions of the Club's management bodies.

3.7. Members of the Club shall:

• observe the Charter of the Club;
• perform resolutions adopted by the Conference of the Club, its management bodies, within their respective competence, in accordance with current legislation and the incorporation documents of the Club;
• maintain their relations with the management bodies of the Club and members of the Club on the basis of mutual respect;
• assist in the Club's activities and prevent any actions harmful for the Club's image, its activities, and also the professional solidarity between members of the Club;
• notify the Club's Board, within one month, of their liquidation or reorganization, changes in the legal status, legal (mail) address and telephone (fax) numbers, changes in the composition of the management bodies and appointment of the new authorized representatives to the Club;
• submit to the Club's management bodies, at their request, any reference / information data of their organizations' activities not referred to commercial secrets;
• pay timely and in full the admission fee, annual (regular) membership fees.

Membership fees:

• the admission / annual (regular) membership fees shall be applied for arrangement and carrying out the statutory activities of the Club and maintenance of the management bodies. The admission / annual (regular) membership fees shall be determined by the Club's Board, and also resolutions of the Club's Conference;
• contributions may be paid in money, securities, other property and proprietary rights capable of being evaluated in money;
• the contribution made by a member of the Club in money shall be evaluated in the currency of the Russian Federation by agreement between the Club's Board and the member of the Club paying the membership fee in accordance with this Charter. Members of the Club shall be deprived of the right to dispose of the property contributed to the Club.
• under resolution of the Club's Board, a member of the Club (applicant) may be relieved from the responsibility to pay membership fees (both admission fees and annual fees) for a period of time or without any limitation of time;
• governmental authorities, and also the organizations authorized by the Government of the Russian Federation, Arab / Muslim and other countries shall be relieved from the responsibility to pay the membership and admission / annual (regular) fees.

3.9. For a delay in payment of annual (regular) fees for a period over three months the voting right of the member of the Club at Conferences and meetings of the management bodies of the Club shall be suspended, if such member was previously elected to such bodies.

3.10. The rights of a member of the Club shall not be assigned to other members or third persons.

 

IV. Procedures of admission / dismissal to/from the club

 

4.1. The Club is open for admission of new members.

4.2. New members shall be admitted to the Club by the Club's Board.

4.3. A legal entity or an individual wishing to join the Club shall send to President of the Club an application signed by head officer of the legal entity (the individual) with a package of documents attached which are stipulated by the Club's internal procedures.

4.4. President of the Club shall include admission of the applicant to the Club into agenda of the next meeting of the Club's Board.

4.5. Resolution on admission of the applicant to the Club shall be considered as approved, if supported during voting by at least 50% of the listed number of members of the Club's Board.

4.6. In case of refusal from admission to the Club, the applicant shall be entitled to apply again for admission to the Club not earlier than one year of the resolution taken by the Club's Board.

4.7. The applicant shall, within two weeks of taking by the Club's Board the admission resolution, pay the admission and annual (regular) fees, except the cases provided for by paragraph 3.8. The date of crediting the admission fee amount to the Club's settlement account shall be considered as the date of admission to the Club.

4.8. After payment of the admission fee, the newly admitted member of the Club shall be issued, within ten days, a certificate of the prescribed form to the effect of his admission to the Club.

4.9. A voluntary dismissal from the Club shall be effected through submitting a written application to President of the Club. Within three months of submitting by a member of the application for dismissal from the Club, the Club shall:

• determine the time of return of the property contributed by the member to the Club for temporary use;
• determine the amount and timeframe of return by the dismissing member of the property acquired by him for the Club's funds or used by him;
• complete financial settlements with the dismissing member under the agreement entered into with the Club;
• determine the procedures of performance by the dismissing member of the previously taken obligations with respect to other members and the Club as a whole;
• after settlement of the above matters, resolution on dismissal of the member from the Club shall be approved by the next meeting of the Club's Board.

4.10. A member of the Club may be dismissed for any actions contradicting to the Charter of the Club, and also for violation of decisions taken by the management bodies of the Club and the activities prejudicing to the Club or other members.

4.11. The dismissal from the Club shall be discussed by the Club's Board and approved, if supported during voting by over 50% of the listed number of members of the Club's Board. Resolution on dismissal from the Club may be appealed against at a Conference of the Club.

4.12. The persons dismissed from the Club shall not be admitted to the Club again within one year of the dismissal.

4.13. In case of reorganization of a legal entity which is member of the Club, its successor shall retain membership in the Club.

4.14. In case of termination of a legal entity which is member of the Club, the authorities of its representatives to the Club shall be terminated automatically.

 

5.1. The management of the Club shall be based on the principles of wide democracy and openness, an active participation of its members in deciding on all the issues of the Club's activities.

5.2. The Conference of members is the supreme management body of the Club.

The following bodies shall also be formed along with the Conference:

management bodies:

- Club's Board (hereinafter referred to as the Board);

- Chairman of the Club's Board – President of the Club (hereinafter referred to as President of the Club);

- Executive Directorate;

- Board of Trustees.

control bodies:

- Auditing Committee.

 

Conference of the Club

5.3. Conference of the Club shall be entitled to decide on any issues referred to the Club's competence, unless contradicting to legislation of the Russian Federation and this Charter.

5.4. The exclusive competence of the Conference includes the following issues:

5.4.1. approval of the Charter of the Club, amending and supplementing thereof;

5.4.2. determining the priority lines of business of the Club, the principles of formation and use of its property;

5.4.3. election and dismissal of President of the Club;

5.4.4. determining the number of members of the Board, election and early termination of powers thereof;

5.4.5. approval, under recommendation of President of the Club, of the procedures and the organizational principles of work of the Club's Board;

5.4.6. election of members of the Club's Auditing Committee;

5.4.7. approval of annual reports of the President on the results of activities of the Club's Board and the Club's balance sheet;

5.4.8. approval of reports of the Auditing Committee;

5.4.9. reorganization and liquidation of the Club, appointment of the Liquidation Committee and approval of the liquidation balance sheet.

5.5. The Conference shall be convened under decision of the Club's Board, President of the Club, the Auditing Committee or at the request of at least one third members of the Club at least one time each year.

5.6. The Executive Directorate shall notify personally all members of the Club on convocation of the Conference not later than 20 (twenty) days before the appointed date of the Conference. Members of the Club shall nominate their authorized representatives to the Executive Directorate not later than 10 (ten) days before the appointed date of the Conference.

5.7. The Conference of the Club shall be considered as validly convened, if attended by registered authorized representatives representing over a half of members of the Club.

5.8. Resolutions on the issues specified in paragraphs 5.4.1, 5.4.2, 5.4.3, 5.4.4, 5.4.6, 5.4.9 shall be taken by a qualified majority vote of 2/3 authorized representatives of members of the Club attending the Conference. Resolutions on all other issues relating to the Club's activities and discussed at the Conference shall be approved by a majority vote of the authorized representatives of members of the Club attending the Conference.

5.9. The Conference shall be presided at by President of the Club. Minutes shall be kept at the Conference, and such minutes shall be signed by President of the Club and Secretary of the Conference.

 

The Club's Board

5.10. The Board is a permanent collective management body of the Club.

5.11. The number of members of the Board shall be determined by the Conference. Any representative of a member of the Club may be elected member of the Board. The Board may initiate additional election of its members with a deliberate vote right from among representatives of governmental authorities, science or other person, as it thinks fit.

5.12. The Board shall be elected by the Conference of the Club for a five-year period.

5.13. The exclusive competence of the Club's Board shall include the following issues:

5.13.1. development of long-term programs and plans of the Club's activities, control over performance of short-term programs and plans of the Club's activities;

5.13.2. approval of financial plan (budget) of the Club and amending thereof;

5.13.3. approval of amount, procedures and time limits of payment of the admission fee, annual (regular) fees for support of the Club's activities;

5.13.4. preparation of agenda of the Conference;

5.13.5. participation of the Club in other organizations;

5.13.6. admission, under recommendation of President of the Club, of new members of the Club with further notification of the Conference;

5.13.7. determining the procedures and organizational principles of the Board's activities, including determining conditions of organizational / business support of activities of the Board and the Executive Directorate;

5.13.8. formation of the management bodies of the Club (committees or boards), determining their rights and duties;

5.13.9. co-opting to the Board, under recommendation of President of the Club, members of the Club with further approval at the Conference;

5.13.10. approval of the regulation and procedures of the Club's Arbitral Court;

5.13.11. deciding on other issues of the Club's everyday activities not referred to the exclusive competence of the Conference of the Club.

5.14. The Board shall be convened by President of the Club at least one time each quarter. An extraordinary meeting of the Board shall be convened by President of the Club at his own initiative, and also at the request of at least 1/3 members of the Club or the Club's Board within one month of the request. The Executive Director shall notify all members of the Board not later than 10 (ten) days before the appointed date of the meeting. If President of the Club is not present at a meeting of the Board, the chairperson functions shall be performed by a Vice President of the Club.

5.15. A meeting of the Board shall be considered as validly convened, if attended by over a half of members of the Board. A poll may be used for deciding on the issue which should be promptly discussed.

5.16. Resolutions of the Board shall be taken by a majority vote of members of the Board taking part in the voting. Each member of the Board shall have one vote. In case of equally divided votes, the resolution shall be taken which is supported by the chairperson of the meeting. Voting at the meetings shall be performed in the manner of showing hands. Minutes shall be kept during meeting of the Board, and such minutes shall be signed by President of the Club and the secretary.

 

Chairman of the Board – President of the Club,

Vice Presidents of the Club

 

5.17. President of the Club shall be elected by the Conference of the Club for a five-year term.

5.18. The first President of the Club cannot be reelected during his first term.

5.19. President of the Club shall:

• arrange the development and performance of short-term programs and long-term plans of the Club's activities;
• arrange and manage the activities of the Club's Board, preside at the Conference of the Club and meetings of its Board;
• direct and coordinate the activities of the Executive Directorate in respect of implementation of decisions of the Conference, the Club's Board, dealing with members of the Club, interaction with governmental, public and international organizations;
• act on behalf of the Club without a power of attorney and represent its interests in the federal and local governmental authorities, other governmental bodies and institutions, enterprises and organizations in the Russian Federation and abroad;
• dispose of funds and property of the Club in accordance with the Club's objectives and within the budget approved by the Board;
• open settlement accounts, foreign currency accounts and other accounts with banks;
• approve the regulation on the Executive Directorate of the Club;
• appoint and dismiss the Executive Director of the Club;
• appoint and dismiss Vice Presidents of the Club;
• enter into agreements on behalf of the Club, and also issue powers of attorney for carrying out legal or actual activities;
• approve the personnel arrangements of the Executive Directorate of the Club;
• convene and arrange Conferences and meetings of the Board, draft relevant resolutions;
• report to the Conference on the Club's activities and performance of the Club's budget;
• exercise all other powers not referred to the exclusive competence of the Conference of the Club and the Board, unless contradicting to legislation of the Russian Federation and this Charter.

5.20. President is Chairman of the Club's Board due to his office.

5.21. President of the Club shall be entitled to delegate a part of his function to Vice Presidents and the Executive Director of the Club.

5.22. If President of the Club is unable to act (because of an illness, a business trip or other reasons), his duties shall be performed, under the Board's decision, by a Vice President of the Club.

5.23. Vice Presidents shall:

• be responsible for a sphere assigned by President of the Club.
• a Vice President shall perform President's duties, at the President's instruction, in the period when the President is absent.

 

Executive Directorate

 

5.24. The Executive Directorate is an executive body of the Board.

5.25. The Executive Director shall be appointed by President of the Club for a 5-year term. Upon appointment, an employment agreement (contract) shall be entered into with the Executive Director, which contract shall be signed by President of the Club on behalf of the Club. The Executive Director shall be member of the Club's Board due to his office.

5.26. The Executive Director shall act under resolution taken by the Conference of the Club, the Board, orders and instructions of President of the Club and perform his duties for achievement of statutory objectives and solving the Club's tasks.

5.27. The Executive Director shall be responsible for general management of activities of the Executive Directorate's employees, including:

• drafting the personnel arrangements of the Executive Directorate and submitting them for approval to President of the Club;
• approval of Regulations on duties of employees of the Executive Directorate;
• taking on job and dismissal, in coordination with President of the Club, of the Executive Directorate's employees, determining the amount and terms of labor remuneration, proposing motivation and punishment measures in respect of the employees;
• issuing orders and instructions mandatory for all employees of the Executive Directorate, ensuring observation by them of the financial, contractual and labor discipline.

5.28. Under instruction of President of the Club, the Executive Director shall coordinate proposals of members of the Club relating to long-term programs or projects, and also other current activities aimed at achievement of the statutory objectives and solving the Club's tasks. He shall take part in discussing them at the Board's meetings, arrange control of implementing thereof.

5.29. The Executive Director shall arrange preparation of annual report and annual balance sheet, and also draft financial plan (budget) of the Club.

5.30. The Executive Director shall act on behalf of the Club, within his competence, without a power of attorney.

5.31. The Executive Director may be granted the right, under decision of President of the Club, to sign documents relating to everyday activities of the Executive Directorate.

5.32. The competence of the Executive Director shall include deciding on all other issues referred to competence of the Club, which are not making up the exclusive competence of other management bodies of the Club and are not contradicting to legislation of the Russian Federation and this Charter.

5.33. If the Executive Director is unable to perform his duties (because of an illness, a business trip, or other reason), his duties shall be performed by a deputy Executive Director or an employee of the Executive Directorate acting by power of attorney.

Board of Trustees

 

5.34. The Club's Board of Trustees shall be established by the Club's Board for supervision of the Club's activities and providing advisory support to it. Governmental and political figures, representatives of legislative and executive authorities, scientists shall be invited to be members of the Club's Board of Trustees. Members of the Board of Trustees shall act without remuneration.

 

Auditing Committee

 

5.35. The Auditing Committee shall be a control body of the Club, and it shall be elected by the Conference from among authorized representatives of members of the Club in the number of 3 (three) persons for a five-year period. The Auditing Committee shall report to the Conference of the Club.

5.36. The Auditing Committee of the Club shall control the financial and business activities of the Club, and also observation of the Charter by the management bodies and members of the Club. In respect of a year's results, the Auditing Committee shall submit a report and a conclusion on the balance sheet for approval by the Conference of the Club. The said documents shall be submitted to the Club's Board not later than 30 (thirty) days before the Conference.

5.37. Meetings of the Auditing Committee shall be held as necessary, but at least one time each year and shall be considered as validly convened, if attended by over a half of its members. The Auditing Committee shall audit the Club's activities at the instruction of the Conference of the Club, at its own initiative or at the request of at least one third members of the Club. Resolutions of the Auditing Committee shall be taken by a simple majority vote of the members attending the meeting.

5.38. Members of the Auditing Committee shall be entitled to request that officers of the Club submit all relevant accounting, financial and other documents, and also give personal explanations within the powers vested in the Committee.

5.39. Under resolution of the Conference of the Club, the financial and business activities of the Club may be audited by an auditor (an individual or an auditor entity) under a contract entered with them. The auditor shall be nominated by the Auditing Committee for approval by the Board.

5.40. If any circumstances are revealed, which can threat to the material interests of members of the Club, the Auditing Committee shall be entitled to request for convocation of the Conference of the Club.

5.41. Powers of members of the Auditing Committee may be terminated before expiration of term by the Conference of the Club.

 

VI. Property and financial / business activities

 

6.1. The Club's property shall be formed on the basis of:

• admission fees, annual (regular) membership fees paid by members of the Club;
• voluntary contributions and donations of individuals, entrepreneurs, public organizations, legal entities, including foreign ones;
• proceeds from business activities of the Club;
• a part of profit derived from business entities or business partnerships established by the Club for performance of statutory activities;
• deduction of a part of profit of the business entities which manufacture consumer goods and souvenirs with symbols and logo of the Club;
• other sources not contradicting to current legislation.

 

6.2. The proceeds from business activities shall only be used for the statutory purposes and shall not be distributed between members of the Club.

6.3. The Club shall use the property contributed by members of the Club or lease property for arrangement and carrying out its statutory activities.

6.4. The Club shall be owner of the funds, property and other property items transferred by legal entities and individuals as contributions, donations or on any other grounds.

6.5. The Club shall be entitled to attract, under legislation of the Russian Federation, additional financial, including currency resources out of voluntary donations and target contributions of legal entities and individuals, including foreign ones.

6.6. The Club may be owner of buildings, structures, other real property, equipment, tools, funds in Rubles and foreign currency, securities, other property of value reflected in the Club's own balance sheet. The Club may own or lease land plots and other property not restricted in its circulation and not withdrawn from the circulation.

 

VII. Reorganization and liquidation of the club

 

7.1. The Club may be reorganized in accordance with the procedures stipulated by current legislation of the Russian Federation. Reorganization may be performed through merger, takeover, division, segregation or transformation.

7.2. The Club may be wound up under resolution of the Conference of the Club, the courts, or other authorized bodies.

7.3. The Conference of the Club or the authority deciding on liquidation shall appoint, in coordination with the authority responsible for the state registration of legal entities, the Liquidation Committee and establish the procedures and time limits of the liquidation.

7.4. The Liquidation Committee shall assume, from the date of appointment, the powers relating to management of the Club's affairs.

7.5. The Liquidation Committee shall announce through the mass media of the liquidation of the Club, the procedures and time limits of submitting claims by its creditors.

7.6. On expiration of the period allocated for creditors' claims, the Liquidation Committee shall prepare an interim liquidation balance sheet. The interim liquidation balance sheet shall be approved by the Conference of the Club or the body taking the liquidation decision.

7.7. After completion of settlements with creditors, the Liquidation Committee shall prepare the liquidation balance sheet which is to be approved by the Conference of the Club or the body taking the liquidation decision.

7.8. The property remaining after satisfaction of creditors' claims, or value thereof, shall be distributed between members of the Club within the value of the admission fee made in kind. The rest of the property, of a value exceeding the admission fee contributed in kind by members of the Club, shall be applied for the purposes of the Club and/or for charitable purposes.

7.9. In case of termination of the Club, all its documents (relating to management, financial and business activities, personnel, etc.) shall be surrendered in due course.

 

VIII. Miscellaneous

8.1. Any amendments and supplements to this Charter shall be made in accordance with the procedures stipulated by current legislation of the Russian Federation, under relevant resolution taken by the Conference of the Club executed in writing as Minutes of the Conference of the Club.

8.2. Any amendments and supplements to the Charter shall become effective from the date of their state registration.

8.3. Members of the Club shall be guided by resolutions of the Club's Board and current legislation of the Russian Federation in all other matters not regulated by this Charter.

8.4. This Charter shall become effective from the date of the state registration of the Club and shall expire in case of approval of a new version of the Charter, and also in the cases of reorganization or liquidation of the Club.