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Wholesale and Retail Markets Association Charter

            1. GENERAL PROVISIONS.
            2. PURPOSES, OBJECT OF ACTIVITY (FIELDS OF ACTIVITY AND TYPES OF WORKS) OF THE ASSOCIATION.
            3. ASSOCIATION MEMBERSHIP.
            4. MEMBERSHIP RIGHTS AND LIABILITIES.
            5. GENERAL MEETING OF MEMBERS.
            6. SUPERVISORY BOARD.
            7. PRESIDENT OF THE ASSOCIATION.
            8. DEPARTMENT OF THE PRESIDENT OF THE ASSOCIATION.
            9. AUDIT COMISSION.
            10. STANDING COURT OF ARBITRATION ATTACHED TO THE ASSOCIATION.
            11. ASSOCIATION COMMITTEES.
            12. INTERNATIONAL RELATIONS.
            13. ASSOCIATION BRANCHES AND OFFICES.
            14. ASSOCIATION PROPERTY.
            15. ACCOUNTING AND REPORTING.
            16. RECORD KEEPING PROCEDURES.
            17. REORGANIZATION OF THE ASSOCIATION.
            18. LIQUIDATION OF THE ASSOCIATION.
            19. MODIFICATIONS TO THE CHARTER.

1. GENERAL PROVISIONS.

1.1. The Wholesale and Retail markets Association, hereinafter referred to as "Association", which is established and governed by legislative and normative acts of the Russian Federation, by the Civil Code of the Russian Federation, by the Federal Law No. 7-FZ of the Russian Federation of Lanuary 12, 1996 "On Non-Commercial Organizations", and by this charter.

1.2. The full name of the Association in the English language is "Wholesale and Retail Markets Association", abbreviated "WRMA".

1.3. The founding members of the Association are legal entities.

1.4. The Association is domiciled at: 26, Usachev Street, Moscow, Russia, 119048

1.5. The Association acquires the rights of a legal entity from the moment of its state registration.

1.6. The Association carries out its activity over the whole territory of the Russian Federation and abroad.

1.7. The Association has the right to own and control its solitary property, and is liable with this property for its obligations.

1.8. The Association can, on its behalf, acquire and exercise proprietary and non-proprietary rights, perform duties, be plaintiff or defendant in courts of general jurisdiction, arbitration and magistrate courts.

1.9. The Association is established without limitation of the period of its existence.

1.10. The Association can open its Affiliations and Representations on the territory of the Russian Federation and abroad according to the Russian Federation law.

1.11. Affiliations and Representations of the Association are not legal entities. They are vested with the property booked on the Association's balance or on a separate balance. Affiliations and Representations act on the basis of the Statute of an Affiliation or Representation approved by the President of the Association.

1.12. Working groups, interim and standing committees are established for performing their activities within the Association.

1.13. The Association does not pursue profit-making as its purpose, nor does it distribute profits.

1.14. The Association has the right to join associations and unions, to establish economic societies for the purposes of business activity, including those with foreign investments.

1.15. The Association is not liable for members’ failure to meet their financial or other obligations. Members of the Association bear subsidiary responsibility for obligations of the Association to the extent and in the manner as provided in its constituent documents.

1.16. For achieving its aims and accomplishment of tasks, the Association has the following rights:

1.16.1. To hire professionals for specific purposes on a contract basis.

1.16.2. To determine, on its own, terms and manner of payment of the personnel.

1.16.3. To take other actions to achieve its aims and accomplish tasks.

1.17. The Association shall have an independent balance, an official seal with its full name in the Russian language, stamps and forms bearing its name, an emblem registered in due order.

1.18. The Association has the right to open accounts in banks on the territory of the Russian Federation and abroad.

1.19. The Association is free to fetermine its inner structure, as well as purposes, forms and methods of its activity.

2. PURPOSES, OBJECT OF ACTIVITY (FIELDS OF ACTIVITY AND TYPES OF WORKS) OF THE ASSOCIATION.

2.1. The Association aims to coordinate business activities of its members; to monitor their financial and economic performance; to represent and to advocate their proprietory interests.

2.2. Object of activity (fields of activity and types of works) of the Association:

2.2.1. To facilitate business interests of the members of the Association; to coordinate their activities focused on achieving social, charitable, cultural, educational, scientific and managerial tasks, as well as other public benefits.

2.2.2. To participate in launching target programs to develop the markets and other commercial enterprises.

2.2.3. To spread the advantages of the markets and other commercial enterprises.

2.2.4. To provide for the cooperation and interaction of concerned parties, aimed to develop the markets and other commercial enterprises in the Russian Federation.

2.2.5. To support and implement programs meant to develop international relations aimed to develop the markets and other commercial enterprises.

2.2.6. To represent and advocate interests of the members of the Association before third parties, including physical and legal entities, governmental, municipal, administrative, judicial, law enforsement, taxing authorities and institutions.

2.2.7. To improve the business reputation of the members of the Association and to help promotion of their products and services in the domestic and external market.

2.2.8. To create mechanisms providing for effective implementation of actual business projects aimed to develop the markets and other commercial enterprises in the Russian Federation.

2.2.9. To establish and develop business contacts with organizations, the members of the Association, representatives of the state administration and international organizations.

2.2.10. To implement high standards of quality for the equipment which is made and run, and for commercial services rendered.

2.2.11. To prepare in due order proposals to the federal executive authorities to amend regulations related to market activities, as well as customs, currency and finance policiy.

2.2.12. To organize events providing favorable conditions for informal meetings, discussions, operating contacts and other means of networking among the members of the Association, scientists, educators, entrepreneurs, senior executives of ministries and agencies.

2.2.13. To organize presentations of the members of the Association and companies concerned to cooperate with the Association.

2.2.14. To provide informational support for the members of the Association at regional and international level.

2.2.15. To create special funds at the Association's expense or financed from members' contributions for implementation of projects.

2.2.16. To develop projects of technical regulations, international, national and regional standards.

2.2.17. To develop in due course proposals to issue regulatory documents for legal and physical persons in the sphere of market trade.

2.2.18. To take part in the work of Russian, foreign associations and other organizations, for the purpose of the study and exchange of experience in the sphere of markets and other commercial concerns.

2.2.19. To organize and host conferences, seminars, symposia. To ensure participation of the members of the Association in national and international conferences, symposia and exhibitions.

2.2.20. To organize specialization courses, scientific probations, study trainings here and abroad.

2.2.21. To coordinate activities of rendering services in the field of international exchanges.

2.2.22. To promote publishing activities, to establish mass media in accordance with the Russian Federation law, including dissemination of printed production, films, video and audio materials.

2.2.23. Other activity not inconsistent with the Russian Federation law, this charter and the purposes of the Association.

3. ASSOCIATION MEMBERSHIP.

3.1. The members of the Association can be legal entities, which unite for coordination of their activities to represent and advocate common proprietary interests, and are paying subscription and membership fees. The Association is open for new members.

3.2. The following types of membership in the Association are available:

- Full member of the Association;

- Associate member of the Association.

3.3. Members of the Association retain their independence and the rights of legal entity.

3.4. Terms and procedures for joining the Association, the amount of subscription and membership fees, terms and procedures for termination of membership are regulated by Regulations for membership in the Association, which is adopted by the General Meeting of the members of the Association.

3.5. Admission of new members is carried out upon application to the President of the Association, backed by the recommendations of two full members of the Association (for full and associate membership candidates) or the recommendation of the President of ther Association (for full membership candidates), and upon payment of the subscription fee, as required by the Regulations for membership in the Association.

3.6. Previously rejected candidate is entitled to re-submit his application backed by new recommendations of the Full Members or the President of the Association, not earlier than one month from the date of rejection.

3.7. In case of repeated rejection a candidate is entitled to apply for membership not earlier than half a year from the date of rejection.

4. MEMBERSHIP RIGHTS AND LIABILITIES.

4.1. Full members

Full members of the Association can be legal entities engaged in the activity related to wholesale and/or retail markets, unions or associations of wholesale and/or retail markets. Founding members of the Association have the rights of full members.

4.1.1. Full members of the Association have the following rights:

- to use all services provided by the Association and to take part in all events held by the Association;

- to participate in the work of the Association and to vote on the agenda of the General Meeting of the members of the Association;

- to request adding items and draft decisions to the agenda of the General Meeting, including proposals of amendments to the Charter of the Association;

- to introduce proposals for the General Meeting and governing bodies of the Association, which fall within competence of the General Meeting of the members of the Association;

- to propose candidates for nomination as President of the Association, members of the Supervisory Board, members of the Audit Comission (Auditor), working grop directors, directors of interim and standing commitees;

- to participate in projects initiated by the Association, in the activities of working groups, interim and standing committees of the Association;

- to take part in the implementation of various target programs and projects under conditions defined in separate agreements or contracts;

- to use opportunities provided by the Association for development of business relations;

- to receive reports on the activities of the Association, on all General Meetings of the members held by the Association, as well as reports on the implementation of approved projects, on the results of proceedings of the working groups and committees with respect to limitations imposed by the Russian Federation law and Association's internal documents;

- to take part in the management of the affairs of the Association with the right of casting vote;

- to make remarks and proposals on the improvement of the work of the Association and its bodies;

- to apply to the Association for assistance and to receive recommendations on issues related to wholesale and retail markets; to make use of consultancy, informational and other services provided by ther Association in accordance with conditions established for members of the Association;

- to apply to the Association for assistance and to receive recommendations on issues related to wholesale and retail markets; to make use of consultancy, informational and other services provided by ther Association in accordance with conditions established for members of the Association;

- to give recommendations to legal entities applying to the Association for membership.

4.1.2. Full members of the Association are obliged:

- to conform to the provisions of this Charter;

- to take part in the work of the Association contributing to the completion of its tasks;

- to carry out decisions of the Association, of its governing, supervisory and auditing bodies;

- to timely pay membership fees;

- to abstain from any activity, which may cause damage to the Association;

- to observe the ethics of the relationships within the Association, to bolster its reputation;

- to keep secret confidential information about the activities of the Association;

- to adhere to provisions of the Charter and other documents regulating the activities of the Association;

- to refrain from actions that would, directly or indirectly, compromise the Association or its members.

4.2. Associate members

Associate members can be legal entities which are functionally related to wholesale or retail markets, and are adhering to requirements of this Charter and other documents of the Association, who are timely paying membership fees. Associated members are entitled to participate in all meetings and events of the Association but in a consultative capacity, when decisions are taken at the General meeting, and are not eligible for election to governing bodies.

4.2.1. Associate members of the Association have the following rights:

- to take part in all events held by the Association;

- to take part in the management of the affairs of the Association with the right of consultative vote;

- to apply to the Association for assistance and to receive recommendations on issues related to wholesale and retail markets; to make use of consultancy, informational and other services provided by ther Association in accordance with conditions established for members of the Association;

- to make remarks and proposals on the improvement of the work of the Association and its organs;

- to take part in the implementation of various target programs and projects under conditions defined in separate agreements or contracts;

- to use opportunities provided by the Association for development of business relations;

- to receive reports on the activities of the Association, on all General Meetings of the members held by the Association, as well as reports on the implementation of approved projects, on the results of proceedings of the working groups and committees with respect of limitations imposed by the Russian Federation law and Association's internal documents.

4.2.2. Associate members of the Association are obliged:

- to carry out decisions of the Association, of its governing, supervisory and auditing bodies;

- to timely pay membership fees;

- to abstain from any activity, which may cause damage to the Association;

- to observe the ethics of the relationships within the Association, to bolster its reputation;

- to keep secret confidential information about the activities of the Association;

4.3. Every member of the Association has the right to voluntarily withdraw from the Association upon completion of the fiscal year by notifying the President of the Association in writing at least one month before the intended date of withdrawal. This right can be excersised if there are no grounds for exclusion of this member from the Association after paying membership fees and other payments stipulated in the documents of the Association and its bodies. In this case the member bears subsidiary responsibility for obligations of the Association for two years from date of withdrawal in proportion to member's contribution. In case of voluntary withdrawal from the Association in absense of grounds for expulsion a member not in arrears of agreed payments ceases its membership in the Association on the sixth working day day after filing a written resignation with the President of the Association.

4.4. The grounds for exclusion from the Association are:

- activities inconsistent with the purposes laid in the Charter, regular disregard of resolutions of Association's bodies;

- activities compromising or discrediting the Association;

- failure to pay a membership fee or other regular or lumpsum payments. This list is exhaustive.

4.5. A proposal to withdraw a member from the Association may be filed by any member of the Association. Such proposals shall be filed with the President of the Association who must adopt his resolution. The resolution is submitted to the General Meeting and must be approved by not less than two thirds of the voting members present. The resolution of the General Meeting should be passed not later than three month from the moment of breach of regulations.

4.6. A representative of the member of the Association whose membership is in question shall be invited to the meeting, while the resolution may be taken in absence of the representatve.

5. GENERAL MEETING OF MEMBERS.

5.1. The General Meeting of members is the supreme governing body of the Association. The General Meeting is summoned by the President of the Association as and when necessary but not less than once a year and,as well, by request of not less than 50% of voting members.

5.2. The following questions fall within the competence of the General Meeting of the Association:

1) Alteration of constituent documents of the Association;

2) Determination of priority directions in activities; property usage guidelines;

ion of members of standing collegiate executive body (Supervisory Board of the Association); approval of the quantitative composition of the Supervisory Board; early termination of their office;

4) Election of the executive body (President of the Association); early termination of his office;

5) Approval of the annual report and annual accounting balance sheet;

6) Approval of the financial plan of the Association and introduction of changes in it;

7) Reorganization and liquidation of the Association and approval of the liquidation balance sheet;

8) Election of the Audit Comission (Auditor) and its rules of procedure;

9) Creation of committees and working groups of the Association;

10) Creation of Affiliations and Representations of the Association; appointment of heads of the Affiliations and Representations;

11) Participation in other organizations;

12) Creation, if necessary, of ad-hoc comissions;

13) Adoption of Regulations for membership in the Association;

14) Admission of full members of the Association;

15) Exclusion of members of the Association;

16) Creation of Permanent Court Of Arbitration attached to the Association;

17) Adoption of Statute and Regulation on Permanent Court Of Arbitration attached to the Association;

18) Approval of the Chairperson of the Permanent Court Of Arbitration attached to the Association.

5.3. Issues specified in paragraphs 1 through 7, 14 and 15 of the article 5.2 of this Charter fall within exclusive competence of the General Meeting of the Association and shall be adopted by a qualified majority of two thirds of full members present and voting, and can not be delegated for consideration to another body of the Association; decisions on the issues specified in paragraphs 5, 6, 8 through 13 and 16 through 18 of the article 5.2 of this Charter are adopted by a simple majority of full members present.

5.4. All decisions made by the General Meeting of the Association must be documented in the minutes and signed by the Chairperson and by the Secretary of the General Meeting.

5.5. All members of the Association must be informed on the date and agenda of the General Meeting not less than10 days before the meeting. Decision making can take place by means of written questionnaire, where a quorum is defined by the number of written responses submitted by the stated time.

6. SUPERVISORY BOARD.

6.1. Supervisory Board is the standing collegiate executive body of the Association. The Supervisory Board performs the general leadership of the Association in between General Meetings.

6.2. The Supervisory Board is elected by the General Meeting of members of the Association for a term of 2 years. The Supervisory Board is headed by a Chairperson, which is elected by a simple majority of the Supervisory Board for a term of 2 years.

6.3. The quantitative composition of the Supervisory Board is defined by the General Meeting of members of the Association.

6.4. Sessions of the Supervisory Board are held as necessary but not less than once a quarter. The Supervisory Board may hold a session when more than half of its members are present. Resolutions of the Supervisory Board are adopted by a simple majority of quorum present.

6.5. The following questions fall within the competence of the Supervisory Board of the Association:

1) Elaboration of ongoing plans of the Association in accordance with the key focus areas and the development strategy of the Association approved by the General Meeting;

2) Elaboration and approval of Regulations and Procedures, except for Regulations and Procedures pertaining to the competence of the General Meeting of the Association;

3) Approval of the financial plan of the Association, introduction of changes to the financial plan arising from the projects offered by the President of the Association;

4) Implementation of decisions of the General Meeting of the Association;

5) Determination of terms and manner of payment of the subscription and membership fees;

6) Introduction of the candidate for the President of the Association for election by the General Meeting of the Association;

6.6. The Supervisory Board, in the event that the President's performance of duties was evaluated as unsatisfactory, has the right to put to a vote of the General Meeting the question of early termination of his office.

7. PRESIDENT OF THE ASSOCIATION.

7.1. The sole executive body of the Association is the President of the Association, which is elected by the General Meeting of members of the Association, as advised by the Supervisory Board. On behalf of the General Meeting, the Chairperson of the Supervisory Board signs a labor agreement with the President.

7.2. The term of office of the President of the Association is 2 years.

7.3. The President of the Association performs the general and operational administration of the affairs of the Association and of the Department of the President of the Association, deals with the matters of business activities, except for those pertaining to the competence of the General Meeting and the Supervisory Board of the Association.

7.4. The President of the Association organizes the implementation of decisions of the Generaral Meeting and of the Supervisory Board of the Association. The President of the Association:

1) Maintains ongoing monitoring of the implementation of the plans of the Association;

2) Develops and introduces to the General Meeting decisions regarding opening and closing of new Affiliations and Representations, and of the appointment of heads of the Affiliations and Representations;

3) Acts on behalf of the Association without power of attorney, including representation of the interests of the Association;

4) Gives powers of attorney to represent the Association, including transferrable powers of attorney.

5) Issues letters of appointment for officer positions in the Association, orders of dismissal; takes promotion and disciplinary actions;

6) Approves a staff list, determines the terms of payment of employees;

7) Introduces the candidate for election by the General Meeting of members of the Association to the position of the Chairperson of the Permanent Court Of Arbitration attached to the Association;

8) Represents the Association in relations with other organizations and enterprises;

9) Ensures the implementation of the decisions of the General Meeting and the Supervisory Board of the Association;

10) Adopts resolutions and issues orders related to the affairs of the Association;

11) Makes various transactions and performs legal acts on behalf of the Association;

12) Considers, determines and recommends key focus areas and forms of the activities, and lends support to the bodies of the Association;

13) Renders assistance to the bodies of the Association in the interaction with the state legislative and executive authorities of all levels, courts, Russian and international public, scientific, educational, industrial organizations, unions and associations;

14) Considers, in accordance with the regulatory documents of the Association, the reports of the committees of the Association, reconciles and introduces the conclusions on the considered reports;

15) Considers, elaborates and introduces proposals on the organization of social protection of members of the Association, as well as, on the protection of their interests, development of the system of legal assistance, the insurance of professional risks and public liability, the system of labor safety and protection;

16) Considers, determines and recommends to the bodies of the Association measures for attraction of additional financing of the Association;

17) Makes decisions on admission of new members of the Association;

18) Adopts resolutions on exclusion of members of the Association and presents these resolutions to the General Meeting of members of the Association;

19) Performs any other acts necessary for the implementation of the purposes and objectives of the Association.

7.5. The President of the Association is accountable to the General Meeting and the Supervisory Board of the Association and bears responsibility for the activities of the Association and performance of his functions and duties.

8. DEPARTMENT OF THE PRESIDENT OF THE ASSOCIATION.

8.1. Staff of the Depertment of the President of the Association shall be employed on a contract basis.

8.2. All matters relating to recruiting, labor conditions, social insurance and retirement benefits of the employees of the Association are regulated by applicable law and Association's bylaws approved by the President of the Association.

9. AUDIT COMISSION.

9.1. Control of financial and economic activity of the President of the Association is performed by the Audit Comission (Auditor). The General Meeting shall elect members of the Audit Comission (Auditor) for a term of 2 years. The President of the Association can not be a member of the Audit Comission.

9.2. The Audit Comission (Auditor) shall perform audits of the Association by order of the General Meeting and on its own initiative, but not more than once a year. The President of the Association shall ensure filing of materials necessary for the inspection with the Audit Comission.

9.3. The findings of the audits performed by the Audit Comission shall be sent to the General Meeting of members of the Association. The Audit comission provides its conclusion based on the evidence of annual reports and balance sheets.

9.4. The society shall carry out financial and business audit of its activities not less than once a year.

10. PERMANENT COURT OF ARBITRATION ATTACHED TO THE ASSOCIATION.

10.1. A Permanent Court of Arbitration attached to the Association may be established by resolution of the General Meeting.

10.2. The Permanent Court of Arbitration attached to the Association is an independent court of arbitration functioning on a permanent basis to settle disputes arising from civil relations regarding business and other activities of enterprises, organizations, associations, sole proprietors and citizens registered in the Russian Federation and abroad, under condition that such disputes are subject to the urisdiction of the court of arbitration by the Russian Federation law and international treaties of the Russian Federation.

10.3. The Permanent Court of Arbitration attached to the Association is entitled to perform functions of the international commercial arbitration in cases where one of the party litigants is an enterprise with foreign investment or international association or organization, as well as when settling disputes between its members, and the disputes arising from contractual or other civil law relations regarding external commercial and other forms of international economic relations, under condition that a commercial enterprise of one of the parties is based adroad.

10.4. The procedure for establishment of the Permanent Court of Arbitration attached to the Association is determined in accordance with the Federal Law "On the Courts of Arbitration in the Russian Federation" No. 102-FZ of 24 July 2002 and the Russian Federation Law No. 5338-1 "On International Commercial Arbitration" of 7 July 1993 (herein after referred to as "legislation on arbitration"), as well as by the Regulations and Procedures for the Permanent Court of Arbitration attached to the Association.

10.5. The Regulations and Procedures for the Permanent Court of Arbitration attached to the Association are subject to approval by the General Meeting of members of the Association.

10.6 Regulations for fees, expenses and costs of the parties at hearings in The Permanent Court of Arbitration attached to the Association, regulations for fees of arbitrators and other payments relating to the Permanent Court of Arbitration attached to the Association, the list of arbitrators of the Permanent Court of Arbitration attached to the Association are subject to approval by the President of the association.

10.7. The appointment of the Chairperson of the Permanent Court of Arbitration attached to the Association shall be approved by the General Meeting of members of the Association as advised by the President of the Association for a term of 4 years and may be reappointed an unlimited number of times.

10.8. Organizational and logistical support for the Permanent Court of Arbitration attached to the Association is provided by the Association.

11. ASSOCIATION COMMITTEES.

11.1. Standing and interim committees, commissions and working groups are established for the purpose of coordination of activities of the Association.

11.2. The members of the Association have the right to work in the standing and interim committees, commissions and working groups, and in the similar agencies based in branches of the Association.

11.3. Heads of the committees, commissions and working groups shall be nominated by the President and approved by the General Meeting of the Association.

12. INTERNATIONAL RELATIONS.

12.1. For intended purposes and objectives the Association may establish relations with international organizations of any pattern of ownership, join international unions, conclude agreements and develop other international contacts.

13. AFFILIATIONS AND REPRESENTATIONS.

13.1. The Association may create Affiliations and open Representations on the territory of the Russian Federation and abroad, in accordance with the Russian Federation law.

13.2. The Affiliation of the Association is its separate subdivision located outside the Association's headquarters, which performs all functions of the Association or part of them, including that of representation.

13.3. The Affiliation of the Association is its separate subdivision located outside the Association's headquarters, which represents interests of the Association and advocates them.

13.4. The Affiliations and Representations of the Association are not legal entities, which are endowed with the property of the Association and are operated in accordance with the approved regulations.

13.5. Heads of the Affiliations and Representations are appointed by the General Meeting of members of the Association and act under power of attorney granted by the Association. The Association bears responsibility for the activities of the Affiliations and Representations.

14. ASSOCIATION PROPERTY.

14.1. The proprietary sources of the Association are:

1) Regular and lump-sum receipts from the members of the Association.

2) Dividends (revenues, interests) on the shares, bonds and other securities and deposits.

3) Incomes derived from the property of the Association.

4) Voluntary contributions and donations.

5) Other entries not prohibited by the law.

14.2. Terms, amount and manner of payment of the fees are determined by the General Meeting and are mandatory for all the members, whereby the fees may be contributed in the form of assets or by rendering services to the members of the Association.

14.3. The Association may possess as private property - buildings, structures, housing facilities, equipment, inventory, cash in Russian roubles or foreign currency, securities or other assets. The Association may possess land plots in private ownership or on a leasehold basis, or own them through the right of unlimited use.

14.4. The Association can only use its private property for the purposes stated in this Charter.

14.5. The Association is liable for its obligations with the property, which may be seized in accordance with the Russian Federation law.

14.6. Assets of the Association may be contributed by non-members, or derived out of profits from exhibitions or advertising, conferences and seminars.

14.7. The revenues from Association's statutory activities can be spent exclusivly for the development of the Association itself in favor of its membership, and may not be used for purposes of profit.

15. ACCOUNTING AND REPORTING.

15.1. Records management, accounting, statistical service and reporting of the Association are performed in the manner prescribed by the applicable legislation.

15.2. Results of the financial performance of the Association are determined in terms of the annual accounting statement.

15.3. The financial year of the Association shall be the period to commence on 1st January and ending on the 31st December, inclusively.

15.4. Uncollectible receivables, deficiencies, out-of-date equipment and other tangible assets shall be written off from the financial accounting records by the decision of the General Meeting of the Association.

16. RECORD KEEPING PROCEDURES.

16.1. The Association keeps the documents prescribed by the Federal law at its location.

16.2. The members of the Association have the right to access the information, which is provided upon written request by the President of the Association.

17. REORGANIZATION OF THE ASSOCIATION.

17.1. The Association may be reorganized pursuant to the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations" and other Federal laws.

17.2. The resolution to reorganize the Association, except for a transformation, shall be adopted at the General Meeting of members of the Association by a qualified majority of two-thirds of the votes of the Members present, and can not be delegated for consideration to another body of the Association.

17.3. The reorganization of the Association may be carried out in the form of a merger, affiliation, separation, split-off and transformation.

17.4. The reorganization of the Association comes into effect from the moment of state registration of the new organization(s).

17.5. The state registration of the new Association(s) resulted from the reorganization, the introduction of the record about termination of activity of the reorganized Association to the Unified State Register of Legal Entities are made in accordance with the Federal law.

17.6. In the event of the reorganization of the Association in the form of a merger with another Association, the reorganization of the former comes into effect from the moment of the introduction of the record about termination of activity of the latter to the Unified State Register of Legal Entities.

17.7. The Association may be reorganized into a foundation, autonomous non-commercial organization, economic society, or partnership. The assignment of rights and obligations to the new organization is carried out pursuant to the deed of assignment.

17.8. The resolution to reorganize the Association shall be adopted by all the members of the Association signed the foundation agreement.

17.9. In the event of the transformation of the Association, all documents (administrative, business, human resources etc.) are transferred pursuant to established rules to the legal successor. In the absence of the legal successor, permanent retention documents of historical and scientific impotnance are transferred for keeping to the archives of the state union "Mosgorarkhiv"; human resources documents (orders, personal files, personnel record cards, personal accounts etc.) are transferred to the archive of the administrative district of the Association's domicile.

18. LIQUIDATION OF THE ASSOCIATION.

18.1. The Association terminates its activity by the resolution of the General Meeting approved by a qualified majority of two thirds of votes of the members present. The resolution to liquidate the Association can not be delegated for consideration to another body of the Association.

18.2. The Association may be liquidated in accordance with the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations" and other federal laws.

18.3. Compulsory liquidation of the Association is carried out by court decision in case of violation of applicable law.

18.4. The liquidation commission created by the General Meeting, in case of compulsory liquidation, prepares a liquidation balance sheet, which is submitted for approval to the General Meeting of members of the Association.

18.5. Full powers of administration of the Association are transferred to the liquidation comission from the moment of its creation. The liquidation commission appears in court on behalf of the Association.

18.6. The liquidation commission shall publish in the press media, which cover the state registration of legal entities, the notice of liquidation of the Association with an indication of the period for making claims by creditors.

18.7. The liquidation commission shall take actions to reveal creditors and debtors and to notify the creditors in writing about the liquidation of the Association.

18.8. Upon the termination of the period for making claims by creditors the liquidation commission prepares an interim liquidation balance sheet, which should contain the inventory of property of the Association and the list of creditors' claims. The interim liquidation balance shall be approved by the founders (members) of the Association or by the organ, which approved the decision of liquidation.

18.9. If the cash assets of the Association are insufficient to meet creditors's claims, the liquidation commission shall organize to hold a clearance sale on the property of the Association in a manner prescribed for execution of the court orders.

18.10. The payment of cash to the creditors shall be organized in order of precedence, pursuant to the Civil Code of the Russian Federation, according to the interim liquidation balance sheet, starting from the date of its approval except for the creditors of the fifth priority, whose claims are satisfied upon expiry of one month from the date of approval of the interim balance sheet.

18.11. After completing the settlements with the creditors, the liquidation commission prepares a liquidation balance sheet, which shall be approved by the founders (members) of the Association or by the organ, which approved the decision of liquidation.

18.2. Upon the liquidation of the Association, the property remaining after completing the settlements with the creditors, unless otherwise provided for by federal laws, is transferred pursuant to the constituent documents of the Association for the purposes of its creation and/or charitable purposes. In case, the use of the property of the Association for the purposes stated in the constituent documents is imoissible, the property shall be transferred to the revenue of the state.

18.3. The liquidation of the Association is deemed complete and the Association is deemed liquidated after the record about termination of activity has been introduced to the Unified State Register of Legal Entities.

19. MODIFICATIONS TO THE CHARTER.

19.1. The Charter of the Association may be modified by the decision of the General Meeting approved by a qulified majority of two thirds of votes of the members present. Modification of the Charter can not be delegated for consideration to another body of the Association.

19.2. Modifications to the Charter are registered in the manner prescribed by the applicable legislation.

19.3. Modifications to the Charter come into effect from the momemt of state registration.