Unofficial Translation from Russian
1. GENERAL PROVISIONS
1.1. The Non-Profit Partnership ”Russian National Committee for the United Nations Environment Programme” (UNEPCOM)”, called below as the Partnership, is a voluntary association of physical persons and juridical bodies. It is set up in order to help members and support civil society and business community in their efforts, aimed at protection of the environment in the Russian Federation, enhancement of health of the population and sustainable development of Russia, as well as promotion of fulfillment of international engagements of the Russian Federation in the United Nations Environment Programme (UNEP) and other international organizations, occupied with the above problems.
1.2. The full name of the Partnership in Russian language:
Некоммерческое партнерство «Российский национальный комитет содействия Программе ООН по окружающей среде»;
The short name - НП «ЮНЕПКОМ».
The full name of the Partnership in English:
The Non-Profit Partnership ”Russian National Committee for the United Nations Environment Programme” (UNEPCOM)”
The short name - UNEPCOM
1.3. The Partnership is a non-profit organization, based on membership. It is set up and functions in line with the Constitution of the Russian Federation, the Federal Law “On Non-Profit Organisations” of 12 January 1996 N 7-ФЗ (with subsequent alterations and additions).
1.4. The work of the Partnership is base on principles of voluntariness, equal rights of its members, lawfulness, self-government and publicity.
1.5. The activity of the Partnership extends over the territory of the Russian Federation. Branches and representatives of the Partnership, based on appropriate regulations may be set up in the Subjects and in administrative and territorial parts of the Russian Federation in line with existing order.
1.6. The Partnership is a juridical body since its state registration. It has its own property and answers for its commitments by those property. It may obtain, exercise and sustain property and personal non-property rights, stands as an actor, a defendant and a third person in a court and an arbitrage. The Partnership has self-dependent balance, accounts in credit agencies, stamps and letterheads.
1.7. The Partnership has a right to carry out business activity that answers the aims of the Partnership.
1.8. The Partnership answers for its commitments by all its property. The Partnership does not answers for its members’ commitments. The members of the Partnership do not answer for the Partnership’s commitments.
1.9. When walkout of the Partnership inpayments and property deposited shall be not returned.
1.10. Location of the Partnership (its governing body and place of state registration): 35, Shkolnaya St., 109544 Moscow, Russia.
2. BASIC AIMES AND OBJECTIVES OF THE PARTNERSHIP
2.1. Basic aims of the Partnership are to help its members in:
2.2. The objectives of the Partnership are as follows:
2.3. In order to accomplish these aims and objectives the Partnership in line with the present legislation shall carry out the following activity:
2.4. The Partnership carries out other, notunlawful, kind of activity, which is aimed at realization of objectives assigned in this Charter and when does not conflict with the present legislation of the Russian Federation.
2.5. The Partnership may carry out licensing activity after receiving necessary authorization from the appropriate state structure.
3.1. Juridical bodies or physical persons, which aims and objectives correspond to ones of the Partnership, who recognizes this Charter and pays membership fees may be a member of the Partnership.
3.2. Membership is a voluntary act and comes into force after a decision of Presidium of the Partnership on this matter. In order to get admission to membership in the Partnership, juridical bodies should put in an application and have a decisions of their governing body on the matter, but physical persons – just put in an application.
3.3. Members of the Partnership have equal rights and perform equal duties;
3.4. Member of the Partnership shall be expelled from the organisation by the decision of the Partnership’s Presidium in case of violation of this Charter.
3.5. Member of the Partnership may leave the organization by notifying the Partnership’s Presidium about it 30 days beforehand.
3.6. Members of the Partnership have rights:
3.7. Members of the Partnership should:
3.8. The Partnership has no responsibilities for obligations of its members, but members of the Partnership has subsidiary liability for obligations of the Partnership;
4. STRUCTURE AND ADMINISTRATION OF THE PARTNERSHIP
4.1. Governing organs of the Partnership:
4.2. The General Meeting of the Members (or their plenipotentiaries) of the Partnership is the highest governing organ of the Partnership (further as the General Meeting).
4.2.1. The following issues are in the exclusive power of the General Meeting:
The General Meeting may consider and decide fundamentally any question relating the Partnership activity.
4.2.2. Members of the Partnership which are juridical bodies shall take part in the General Meeting through their plenipotentiaries. Members of the Partnership – physical persons shall take part in the General Meeting themselves or through their plenipotentiaries.
4.2.3. Every member of the Partnership has one voice. The General Meeting has power if not less than 2/3 members of the Partnership take part in the General Meeting. Decision of the General Meetings shall being made by vote of more than half members of the Partnership. Procedure of voting (secret one or by show) shall be a subject of decision of the participants.
4.2.4. Holding and work of the General Meeting shall be organized by the Presidium of the Partnership.
4.2.5. The General Meeting shall be held not less than once a year.
4.2.6. Procedure of convening and holding the General Meeting, as well as its agenda shall be determined by the regulations of the General Meeting, adopted by the Presidium of the Partnership.
4.3. Presidium of the Partnership
4.3.1. The Presidium of the Partnership is a standing collective organ of the Partnership that shall carry out general governance of the Partnership in a period between General Meetings. The Presidium of the Partnership shall be elected for a term of 5 years. The Presidium shall hold its meetings as required, but not less then once a year. It shall decide all matters of the Partnership’s activity with the exception of those ones, which are in the power of the General Meeting. The Presidium shall be accountable to the General Meeting of the Partnership and shall give a report to the General Meeting about its work. The President of the Partnership shall lead the Presidium.
4.3.2. Number of members of the Presidium shall be determined by the General Meeting. The Presidium includes: The President, the Vice-Presidents, the Executive Director, the Chairman of the Coordinating Council and members of the Presidium.
4.3.3. The following issues shall be in the power of the Presidium of the Partnership:
Decisions of the Presidium shall be taken by simple majority of more than half of the Presidium’s members participating in the meeting.
4.4. President of the Partnership.
4.4.1. The President of the Partnership organizes the work of the Partnership’s Presidium. The President shall be elected for a term of 5 years. In the absence of the President, one of the Vice-Presidents on the instructions of the President shall fulfill temporarily his duties.
4.4.2. The President of the Partnership shall:
4.5. Executive Director.
4.5.1. Executive Director shall be elected for a term of 5 years.
4.5.2. The following issues are in the power of the Executive Director:
4.6. Coordinating Council.
4.6.1. Coordinating Council is a consultative organ of the Partnership. It shall be composed of authoritative scientists, representatives of state structures and institutions interesting in and supporting the activity of the Partnership;
4.6.2. Chairman of the Coordinating Council shall be elected upon the recommendation of the Presidium of the Partnership. He is a member the Presidium in accordance with its capacity;
4.6.3. The Chairman of the Coordinating Council shall submit proposals to the General Meeting on main programmes of scientific and practical activity of the Partnership;
4.6.4. The Coordinating Council shall carry out coordination of the activity of the organisation and projects, worked out with participation of the Partnership;
4.6.5. The Coordinating Council shall hold its meetings as required.
4.7. Control and Auditing Commission.
4.7.1. The Control and Auditing Commission of the Partnership, consisting of a Chairman and members of the Commission, shall be elected for a term of 5 years and accountable to the General Meeting.
4.7.2. The following issues are in the power of the Control and Auditing Commission:
4.7.3. Meetings of the Control and Auditing Commission shall be convened by the Chairman of the Commission as required, but not less than once a year. Meeting has power if more than half of the members of the Commission takes part in it. Report of the Commission shall be submitted to the General Meeting.
4.7.4. The Commission shall work on the base of the Regulation adopted by the General Meeting.
5. FINANCE AND PROPERTY OF THE PARTNERSHIP
5.1. Sources of formation of the Partnership’s property, both in financial or other forms, are as follows:
5.2. Financial resources of the Partnership shall be used for:
5.3. Means of the Partnership shall be used for attaining aims and objectives of the Partnership stated in this Charter, in line with the budget adopted by the Presidium.
5.4. Control of means shall be in the exclusive power of the Partnership. Members of the Partnership have no detached rights on the objects belonging to the Partnership, including those ones given up by them as a membership inpayment.
5.5. The Partnership in line with the present legislation shall carry out business activity and set up economic entities as juridical bodies only for implementation of the aims and objectives assigned in this Charter.
5.6. Incomes from business activity shall be used only for attainment of aims of the Partnership, and can not be allotted to its members.
5.7. The Partnership may have in its property buildings, constructions, installations, vehicles, facilities, equipment, property of social purpose, funds and other kind of property needed for material provision of the activity in line with this Charter.
6. ALTERATIONS AND ADDITIONS TO THE CHARTER
6.1. Alterations and additions to the Charter may be done upon the decision of the General Meeting in line with the Civil Code, Federal Law “On Non-Profit Organisations” and other Federal laws.
6.2. Alterations in the Charter come into force since their state registration.
7. PROCEDURE OF CESSATION AND REORGANIZATION OF THE PARTNERSHIP
7.1. The Partnership may be reorganized in line with the existing legislation.
7.2. Reorganization may be done in form of amalgamation, joining, division and transformation. It also may be transformed in fund or autonomous non-profit organization, as well as economic entity in line with the current legislation.
7.3. The Partnership is considered reorganized, with the exception of reorganization in form of amalgamation, since the registration of new organisation (organizations).
In case of joining other organisation to the Partnership it considered to be reorganized since official liquidation of the organization joined to the Partnership.
7.4. State registration of the new partnership as a result of reorganization and liquidation of the former partnership which is reorganized shall be done in line with existing legislation.
7.5. The Partnership may be liquidated in line with the existing legislation.
7.6. Members of the Partnership or organ, which takes a decision on liquidation, shall appoint a Liquidation Commission and establish procedure and terms of liquidation in line with the existing legislation.
7.7. Since the appointment of the Liquidation Commission it shall take power on management of the Partnership. The Commission shall stand in the court in the name of the Partnership.
7.8. The Liquidation Commission shall announce information about liquidation of the Partnership in appropriate media and terms of putting in claims by creditor.
7.9. The Liquidation Commission shall take measures to find creditors and receiving notes payable, as well as notify creditors by letter about liquidation of the Partnership.
7.10. After deadline for claims the Liquidation Commission shall make up an intermediate liquidation balance which shall be adopted by members of the Partnership or organ which took a decision on liquidation.
7.11. Payments to creditors shall be done by the Liquidation Commission in line with the existing legislation.
7.12. After payments to creditors the Liquidation Commission shall make up a liquidation balance, which shall be adopted by members of the Partnership or organ which took a decision on liquidation.
7.13. Remains of the property after granting creditors demands shall be divided between members of the Partnership in line with the current legislation.
7.14. Liquidation of the Partnership shall be considered accomplished after entry into the United State Register of Juridical Bodies.