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RegulationsOf the International Chodiev FOUNDATION, a nonprofit organization
Moscow, 2003 1. General Provisions 1.1 The International Chodiev Foundation, hereinafter referred to as “FOUNDATION,” is a non-affiliated, nonprofit organization, which is established by juridical persons on the base of voluntary contributions and in pursuit of goals beneficial and charitable in social, cultural, educational and other aspects. 1.2 The FOUNDATION conducts its activity in accordance with the Constitution of the Russian Federation on the basis of the Civil Code of the Russian Federation, the Federal Law “About nonprofit organizations,” the Federal Law “About charitable activity and charitable organizations,” and these Regulations. The FOUNDATION does not pursue any goal of extracting a profit. The means received from any source, including income from entrepreneurial activity, will be used solely for the implementation of the goals and tasks of the FOUNDATION, and will not be redistributed among its members. 1.3 The full title of the FOUNDATION is: The International Charitable Chodiev Foundation, a nonprofit organization. 1.4 Upon the state registration, the FOUNDATION becomes a juridical person with rights and responsibilities related to its activity. It can acquire and exercise property and personal non-property rights, carry out responsibilities, appear as a plaintiff and defendant in courts of general jurisdiction, arbitration courts and arbitration tribunals. 1.5 The FOUNDATION owns property on the basis of property, leasing and other legal rights, implements property ownership, the use and disposal of property in accordance with the goals of its activity. The FOUNDATION reserves property rights stipulated by these Regulations for possessions given for the implementation of the FOUNDATION's activities, as well as for possessions acquired or produced at the FOUNDATION's expense or with the means received from citizens, juridical persons or the government. Founders and directors of the FOUNDATION's property have no right for personal use of the aforementioned property. 1.6 The FOUNDATION is responsible for its obligations within limits of its property, which by law can be subject to recourse. The FOUNDATION is not liable for obligations of its Founders, and the Founders of the FOUNDATION are not liable for the FOUNDATION's obligations. 1.7 The FOUNDATION is not liable for obligations of the state, state organs and organizations, nor the state, state organs or organizations are liable for the FOUNDATION's obligations. 1.8 The FOUNDATION and its administrative organs bear responsibility for violation of the laws of the Russian Federation in the way enforced by the laws of the Russian Federation. 1.9 The FOUNDATION possesses other rights stipulated by the active legislation vis-à-vis legal parties. 1.10 The FOUNDATION possesses an independent balance, settlement, foreign currency and other bank accounts, and a seal with the FOUNDATION's title. The FOUNDATION has the right to own stamps, stationery, an emblem, a flag, a pennant and other means of individual identification permitted by law. 1.11 The geographical sphere of activity of the FOUNDATION is the Russian Federation. 1.12 The location of the permanent active administrative organ – the governing body of the FOUNDATION is: Prospect Vernadskogo 76, Moscow, 117454 Russian Federation. 2. Goals and missions of the FOUNDATION 2.1 The FOUNDATION was established in order to: • provide support for initiatives of citizens and legal parties, which are aimed to help modernize the system of Russian education and science, and include the system into the international educational process; to increase influence of education and culture on social processes; to provide financial stability for educational and scientific establishments; to assist in solving social issues through humanitarian activity; • provide organizational and financial support for the development of high levels of professionalism in research and instruction in academic fields of international relations and law in Russia; • develop professional contacts with analogous international organizations in the spheres of cultural, humanitarian and business collaboration; • establish close ties among researchers, professors and practitioners; • identify and support most promising directions of international research; • promote the use of scientific base for the foreign-policy activity and strengthen the applied orientation of scientific research; • help popularize knowledge of international research and law. 2.2 In order to reach these goals in accordance with the active legislation, the FOUNDATION sets the following missions: • to support sub-faculties, faculties and departments involved in scientific research and instruction in the field of international relations and law; promote cultural, humanitarian and business collaboration; • to promote and assist in financing and development of state and private educational institutions and research centers, which participate in programs and projects of cultural, humanitarian and business collaboration; • to assist in development and implementation of programs aimed at elaboration of international research in Russia; • to assist in improvement of communications and exchange among researchers, instructors and practitioners in the field of international relations and law, cultural, humanitarian and business collaboration; • to assist in preparation and analysis of the mass media publications pertaining to scientific and applied-science issues of international cultural, humanitarian and business relations; • to implement development and assist in implementation of projects and programs of scientific research in international relations and law, cultural, humanitarian and business collaboration; • to assist in development of international collaboration, establish and support ties with Russian and international organizations in order to meet the goals defined in these Regulations; • to promote and assist in financing of scientific research on topics focused on cultural, humanitarian and business collaboration, as well as in the sphere of international relations; • to involve organizations interested in programs and projects of the FOUNDATION, in organizing of events and actions in Russia and internationally, which are aimed at preserving Russian culture and traditions; • to attract donations of Russian and foreign citizens, stateless persons, as well as Russian and foreign legal entities; • to assist in planning and conducting of Russian and international scientific and applied-science conferences, symposiums, seminars, business meetings and presentations; • to organize and conduct exhibits, competitions, forums, auctions, concerts, sports events and other cultural and educational events, which help realize creative potential of the FOUNDATION and participating organizations. For that goal, the FOUNDATION involves mass media and telecommunications; • to conduct charity events; • to promote organization of professional training and retraining courses for researchers and educators in the fields of cultural, humanitarian and business collaboration; • to assist in preparation, publication and dissemination of informational and reference materials, textbooks, scientific and popular literature, banners, fliers etc; • to participate in and involve interested organizations and persons in the development of children's and family health centers; promote cultural, educational and business tourism in Russia and beyond its borders; • to provide information about the FOUNDATION's activities to the mass media, including electronic and print forms; • to conduct other lawful activities needed to reach the FOUNDATION's goals. 2.3 The FOUNDATION conducts entrepreneurial activity solely for the purpose of reaching the goals of the Regulations and solely in accordance with the Civil Code and other laws of the Russian Federation. If certain types of activities require special permissions (licenses), the FOUNDATION may conduct such activities upon receipt of required permissions (licenses). 2.4 To achieve the goals of the Regulations, the FOUNDATION reserves the right to: • disseminate freely information about its activity; • present initiatives on diverse issues of public life, participate in decision-making, present proposals to the bodies of the state government and local self-government; • represent and protect its rights, legal interests of its Founders, as well as others civilians in organizations of the state government and local self-government and public associations; • introduce entities of mass media, conduct editorial and publishing activity, release and distribute informational literature, as well as periodical, scientific and methodological publications; • enter into agreements and transactions with Russian and foreign organizations, associations, enterprises and other juridical and physical persons on Russian and foreign territories; • establish managerial and maintenance organizations, associations and partnerships; • determine forms, systems and sums of compensation; determine the number of employees, form temporary creative and production organizations; • create branches and agencies on the territory of the Russian Federation; • form associations and unions in Russia and internationally; • conduct international charity activity in accordance with the existing legislation and international agreement of the Russian Federation through participation in international charity projects, collaboration with foreign partners; • conduct activity to attract resources and create non-operating activities. 2.5 The FOUNDATION may have limited rights solely in cases defined by law. The decision about rights limitations can be appealed by the FOUNDATION in court. 2.6 The FOUNDATION is obligated to: • keep the law of the Russian Federation, social principles and norms of the international law, which pertain to its activity, as well as norms stipulated by the constituent documents; • publish and provide access to yearly reports about the use of its property; • inform yearly the registry organ about the continuation of the FOUNDATION's activity; specify the title and the physical location of its administrative organ, and provide information about the FOUNDATION's administrative staff in a volume of information presented to the state registry of legal entities; • upon request of the registry organ, provide reports about decisions taken by the administrative organs and officials of the FOUNDATION, as well as yearly and quarterly reports about its activity in a volume of information presented to the tax inspection organs. 2.7 The FOUNDATION provides open access (including by the mass media) to its yearly reports. 3. Governing Bodies of the FOUNDATION 3.1 Governing Bodies of the FOUNDATION include: • The Board of Directors; • The Executive Body – the Director of the FOUNDATION; • The Supervisory Body – the Board of Trustees. 3.2 The Board of Directors is the highest governing body of the FOUNDATION. It holds meetings at least once a year. 3.3 The initial composition of the members of the Board is formed by the Founders of the FOUNDATION and can include the Founders of the FOUNDATION and the third party. Henceforth, any changes in the composition of the Board will be administered by the Board itself. The members of the Board fulfill their duties on a voluntary basis. The Board may not include more than one member of its executive organ (with or without voting power). 3.4 Any member of the Board may delegate one or several representatives and grant this person(s) full rights of participation in Board meetings by issuing a warrant in compliance with the active legislation. 3.5 The FOUNDATION has no right to compensate members of the Board for the fulfillment of their functions, with the exception of compensation for expenses directly related to the work of the Board. 3.6 Yearly Board meeting is summoned by the Director no later than 3 (three) months after the end of the fiscal year. Any other Board meetings are considered extraordinary. 3.7 The Director may summon extraordinary Board meetings: • following the decision of the Director; • following the decision of the Board of Directors; • following the request of the Inspection Commission (Inspector) of the FOUNDATION. The meeting should be summoned no later than 10 days after the request is received by the Director. 3.8 Agenda of the Board meeting may include any questions, which are pertinent to the FOUNDATION's activity. These questions can be proposed by the Director, the Inspection Commission (Inspector) of the FOUNDATION, no later than 10 days prior of the beginning of the Board meeting. 3.9 Board Members should be notified of the date, location, time and agenda of the Board meeting no less than 5 days prior the beginning of the meeting. The notification should be sent as a registered letter to the residential address of the Board members, or to an address specified by a member. 3.10 The Director of the FOUNDATION is responsible for organizing Board meetings. The meeting is conducted by a Chairman chosen at the beginning of each meeting. 3.11 In the event of failure by the Director to summon and organize a meeting, the responsibilities are delegated to the initiator of the meeting. 3.12 The main function of the Board of Directors is to monitor and ensure implementation of the goals of the FOUNDATION. The Board is empowered to: • introduce changes and amendments to the Regulations of the FOUNDATION; • determine and prioritize directions of activity for the FOUNDATION, determine principles of formation and use of its property; • create executive bodies within the FOUNDATION and terminate executive bodies' powers before the end of the term; • approve yearly reports and balances; • approve the FOUNDATION's financial plan and introduce changes; • create branches, open and liquidate agencies of the FOUNDATION; • allow the FOUNDATION to participate in other organizations; • restructure the FOUNDATION; • form the Board of Trustees, the Inspection Commission and terminate their powers, including before the end of the term; • approve charity programs of the FOUNDATION; • address other issues pertinent of the responsibilities of the Board, in accordance with the active legislation or these Regulations. The Board of Directors reserves the right to address any other issues connected to activity of the FOUNDATION at its own discretion. Decisions of other governing and executive bodies of the FOUNDATION may not contradict decisions of the Board. Sections 1), 2), 3), and 8) are pertinent solely to the responsibilities of the Board and may not be delegated to the executive body. 3.13 Each member of the Board of Directors has the right of one vote. 3.14 The Board meeting is in order if more than half of its members (or their representatives with the right of vote) are present. 3.15 Decisions of the Board on issues pertinent to the exclusive responsibilities of the Board are adopted by a majority vote of ¾ (three-fourths) of the number present at the Board meeting. Decisions on other issues are adopted a simple majority (more than half) of the vote of the number present at the Board meeting. 3.16 The Board may create committees and other organizational structures from its personnel, the FOUNDATION's staff and exterior persons, in order to address more effectively certain issues of the FOUNDATION's activity. 3.17 The Director of the FOUNDATION organizes keeping of the minutes for the Board's meetings. The minutes may be presented to the Founders and officials of the FOUNDATION upon request. Certified extracts from the minutes may be provided upon request. 4. The Director of the FOUNDATION 4.1 The Director of the FOUNDATION shall represent its individual executive body. 4.2 The Director is elected by the Board of Directors for a term of 5 (five) years with the right of re-election for an unlimited number of terms. In the event of unsatisfactory work, the Director may be replaced before the term expires. The Director has the right to terminate powers at the Director's own will upon the immediate notification of the Board. 4.3 In the absence of the Director, the Director's responsibilities are assumed by an official appointed by the order of the Board or by the decision of the Board if no such order is available. 4.4 The Director administers routine activity of the FOUNDATION, is personally responsible for the FOUNDATION's activity, and reports to the Board of Directors of the FOUNDATION. 4.5 The Director of the FOUNDATION: • acts on behalf of the FOUNDATION and represents its interests without a warrant; • disposes of monetary means and property of the FOUNDATION; • reaches agreements, concludes contracts (including work contracts) and ensures their execution in accordance with the activity defined in the Regulations; • issues and recalls warrants; • opens and closes settlement and other bank accounts; • issues orders and directions obligatory for all personnel of the FOUNDATION; • approves numerical composition and ways of compensation for the personnel of the FOUNDATION; • organizes activity of the Board of Directors; • oversees execution of decisions adopted by the Board of Directors; • approves office rules and regulations and ensures their execution; • addresses other issues not related to the competence of other bodies of the FOUNDATION. The Director reserves the right to oversee decision-making on issues in competence of any official of the FOUNDATION. The Director reserves the right to delegate a part of his/her competences to other officials of the FOUNDATION for a specified period of time. 5. The Board of Trustees 5.1 The Board of Trustees conducts oversight of the FOUNDATION. 5.2 The Board of Trustees is elected for a 2-year term by the Board of Directors and can include Russian and foreign citizens actively involved in the FOUNDATION's activity. The FOUNDATION's officials and officials involved in financial aspects of the FOUNDATION may not be a part of the Board of Trustees. 5.3 The Board of Directors may decide to terminate membership powers of the Board of Trustees before the end of the term. Members of the Board of Trustees reserve the right to terminate their power voluntarily upon informing immediately the FOUNDATION. 5.4 The Board of Trustees of the FOUNDATION conducts its activity on a voluntary basis. 5.5 The goals of the Board of Trustees are: • to oversee activities of the FOUNDATION's, decisions adopted by other bodies of the FOUNDATION, and to ensure their implementation; to oversee the use of the FOUNDATION's funds, to ensure observance of the legislation by the FOUNDATION; • to provide assistance to the governing body of the FOUNDATION in reaching its goals, as well as in search of the funds needed for the FOUNDATION's activity. 5.6 The Board of Trustees has the right to: • initiate inspection of the FOUNDATION's activity; • address inquiries and propositions to the Board of Directors and to the Director of the FOUNDATION about its activity. 5.7 The Director of the FOUNDATION organizes activity of the Board of Trustees. Meetings of the Board of Trustees are led by a Chair elected for each session. 5.8 During meetings, each member of the Board of Trustees has the right of one vote. A meeting is in order if more than one half of its members are present. Decisions of the Board of Trustees are adopted by a simple majority of the vote. 5.9 Decisions of the Board of Trustees are registered in protocols, which are signed by the Chair and the Secretary of the meeting. 6. Property and Financial Management of the FOUNDATION's Activity 6.1 The FOUNDATION may possess buildings, structures, equipment, housing funds, means of transportation, communications, inventory, cultural, educational and health facilities, information resources, results of intellectual activity, monetary funds, stocks, other securities and other property including land needed to achieve goals of these Regulations, in accordance with the active legislation. 6.2 Resources for the monetary funds and other property of the FOUNDATION include: • voluntary property and monetary contributions of the Founders; • voluntary contributions, grants and donations of the juridical and physical persons; • income from lectures, exhibitions, lotteries, auctions, cultural, educational and other events; • income from entrepreneurial activity, civil and legal transactions, external economic activity; • income from the federal budget, budgets of the subjects of the Russian Federation, local budgets and non-budget funds; • work of volunteers; • other income not prohibited by the active legislation. 6.3 Property and income are used by the FOUNDATION to achieve the goals of the Regulations and may not be distributed among the members of the FOUNDATION. 6.4 The Board of Directors acts on behalf of the owner of the property, which is incoming, generated or acquired with the funds of the FOUNDATION. 6.5 The FOUNDATION establishes independently systems and types of compensation for its staff and freelance workers; establishes types and amounts of reimbursement for travel expenses, additional payments to yearly salaries and bonuses. The FOUNDATION may not allocate more than 20% of its yearly fiscal spending on work compensation. The FOUNDATION finances membership fees, educational and training expenses of its officials, including education abroad. 6.6 The FOUNDATION has the right to send its workers and Founders to official trips abroad, receive foreign specialists in Russia in order to achieve the goals stipulated by these Regulations. 6.7 The FOUNDATION may conclude transactions vis-à-vis its property or transactions based on any other property law in accordance with the legislation of the Russian Federation and these Regulations. 6.8 The fiscal year coincides with the calendar year. 6.9 The FOUNDATION conducts accounting and book-keeping in accordance with the active legislation. 6.10 The FOUNDATION may create various funds (reserve, salary and others), order of formation, allotment and amount of deductions, which are determined by the regulations about the use of funds of the FOUNDATION. 6.11 Upon payment of taxes and other mandatory payments, the income of the FOUNDATION from its activity is used to meet the goals of the Regulations, and may not be distributed among the Founders of the FOUNDATION. 7. The Work Force of the FOUNDATION 7.1 Citizens and organizations may participate in the activity of the FOUNDATION by contributing donations, providing property free of charge, and by assisting the FOUNDATION in organizational, executive and other matters essential for the implementation of the FOUNDATION's goals. 7.2 The work force of the FOUNDATION consists of citizens who participate in the FOUNDATION's activity on the base of a work agreement (contract). 7.3 Conditions of compensation, work hours and days off of the FOUNDATION's work force, and their benefits are regulated by a work agreement (contract) and the active legislation. 7.4 The FOUNDATION provides safe work conditions, social protection and a mandatory medical and social insurance, and other benefits of its workers in accordance with the active legislation. 7.5 The work force of the FOUNDATION (except the Director) is hired by the Director of the FOUNDATION. The contract is signed by the Director and the representative of the Board of Directors of the FOUNDATION. 7.6 The authority of the officials is determined by the appropriate instructions approved by the FOUNDATION's Director and a work agreement (contract). 7.7 The FOUNDATION's officials are dismissed from positions in accordance with the labor legislation and a work agreement (contract). 7.8 The Members of Board of Directors and officials of the FOUNDATION may not hold permanent posts in administration of any commercial or non-commercial organizations, which are established by or partnered with the FOUNDATION. 7.9 The FOUNDATION provides storage of information about its work force, and in the event of the FOUNDATION's liquidation, the FOUNDATION hands the information over to the state in accordance with the law. 8. The Inspection Commission (Inspector) of the FOUNDATION 8.1 The Inspection Commission (Inspector) provides oversight of the financial activity of the FOUNDATION. The Commission is elected by the Board of Directors for the term of 2 (two) years. The Director and other persons involved in the FOUNDATION's financial activity may not be the Members of the Inspection Commission (Inspector) of the FOUNDATION. 8.2 The Board of Directors can terminate the authority of the members of the Inspection Commission before the end of the term. A member of the Inspection Commission (Inspector) has the right to terminate voluntarily his/her authority upon immediate notification of the the Direction of the FOUNDATION. 8.3 Inspection is carried out by the Inspection Commission ( Inspector) of the FOUNDATION: • on the instructions of the Board of Directors; • on the instructions of the Board of Trustees; • on its own initiative. 8.4 The Board of Directors has the authority to decide to involve independent and external auditors and organizations to inspect financial and economic activity of the FOUNDATION. 8.5 Meetings of the Inspection Commission are initiated by the Inspection and conducted no less than once a year. 8.6 A meeting of the Inspection Commission is in order if more than half of its members are present. Decisions are adopted by a simple majority of the vote. 8.7 Decisions of the Inspection Commission are registered in protocols signed by the Chair and the Secretary of the Inspection Commission (or by the Inspector). 9. Termination of the FOUNDATION's activity 9.1 Activity of the FOUNDATION may be terminated in the event of reorganization (merger, consolidation, spin-off, acquisition) or in the event of its liquidation. 9.2 The decision about reorganization of the FOUNDATION is taken by a unanimous vote of the Board of Directors approved by the Board of Trustees. The FOUNDATION may not be reorganized into a company or an association. 9.3 The decision about liquidation of the FOUNDATION may be taken only by the judicial organs in accordance with the active legislation. 9.4 Property left as a result of liquidation of the FOUNDATION, after payments to creditors is used to meet the goals specified by the Regulations, and for charity purposes. 9.5 All documentation concerning constituent, executive, financial, human resources and any other activity of the FOUNDATION is handed over to a successor organization in accordance with the active Regulations. 9.6 In the event of absence of a successor organization, documents of scientific and historic importance are handed over to the state archives at the location of the state registration of the FOUNDATION. |
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