Charter of the ANO "Russian Cultural Heritage Network"
APPROVED
By decision of the founders No. 1 of April 14, 2016
CHARTER
Autonomous non-profit organization
Scientific Information Center
"Polar Initiative"
Moscow – 2016
- General provisions
1.1. Autonomous non-profit organization Scientific and Information Center “Polar Initiative”, hereinafter referred to as the “Center”, is a unitary, non-membership non-profit organization created in the organizational and legal form of an autonomous non-profit organization on the basis of property contributions of the Founders for the purpose of providing services in the field of science, and enlightenment.
1.2. The center was created in accordance with the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations”, and other legislative and regulatory acts.
1.3. The founders of the Center are citizens of the Russian Federation:
Kuprikov Nikita Mikhailovich,
Dubinenkov Ivan Vladimirovich
1.4. Full name Autonomous non-profit organization Scientific and Information Center “Polar Initiative”.
Abbreviated name: ANO Scientific Research Center “Polar Initiative”.
1.5. Location of the Center: Moscow.
1.6. The Center is a legal entity and carries out its activities on the basis of the legislation in force on the territory of the Russian Federation and this Charter.
1.7. The legal capacity of the Center arises from the moment information about its creation is entered into the unified state register of legal entities and terminates from the moment information about its termination is entered into the Unified State Register of Legal Entities.
1.8. The center is created without a limitation on the period of activity, unless otherwise established by the constituent documents of the non-profit organization.
1.9. The center has an independent balance sheet and (or) estimate.
1.10. The Center has the right, in accordance with the established procedure, to open bank accounts in the territory of the Russian Federation and outside its territory.
1.11. The Center owns separate property, is responsible (except for cases established by law) for its obligations with this property, can, in its own name, acquire and exercise property and non-property rights, bear responsibilities, and be a plaintiff and defendant in court.
1.12. The founders are not responsible for the obligations of the Center, and the Center is not responsible for the obligations of its founders.
1.13. The center has a seal with its full name in Russian. The Center has the right to have stamps and forms with its name.
1.14. The center has its own emblem, which is a stylized image of an iceberg: the surface (upper) part of which is made in turquoise and light blue tones; in the middle of the iceberg there is a line depicting the water surface, in dark blue; the underwater (lower) part of the iceberg is shown in dark blue. Below is the inscription “polar initiative” made in dark blue tones.
1.15. The Center has the right to create branches and open representative offices on the territory of the Russian Federation in accordance with the legislation of the Russian Federation.
1.16. The branch and representative office of the Center are not legal entities; they are endowed with property at the expense of the Center and act on the basis of the regulations approved by it. The property of a branch or representative office is accounted for on a separate balance sheet and on the balance sheet of the Center. The heads of the branch and representative office are appointed by the Center's Board and act on the basis of the issued power of attorney.
1.17. To achieve the goals provided for by this Charter, the Center may create other non-profit organizations and join associations and unions of legal entities.
1.18. The Center independently forms its structure necessary to carry out the activities provided for by this Charter.
1.19. The Center is responsible for the safety of documents (managerial, financial and economic, personnel, etc.), ensures the transfer for state storage of documents of its activities that have scientific and historical significance to the Central Archive of Moscow in accordance with the list of documents agreed with association "Mosgorarchiv".
- Subject and goals of the Center's activities
2.1. The goals of creating the Center are:
Promoting the comprehensive development of the intellectual, spiritual, and cultural capabilities of the individual through the involvement of young specialists and scientists, their active participation in scientific and educational projects for the development of the polar regions;
Educational activities aimed at increasing the interest of citizens and society in deepening and expanding knowledge about the polar regions of the Earth: the Arctic and Antarctic;
Providing information support to organizations and institutions operating in the field of polar research and related activities;
Promoting the development of a professional network and consolidating the community of young professionals and scientists in the field of polar research;
-scientific research related to the study of polar regions;
- popularization of polar research.
2.2. The main activities of the Center are:
-research work in the field of studying the polar regions
— implementation of research results in practice;
Educational activities among the general population about the practical use of the polar regions.
2.3. To achieve its goals and objectives, the Center has the right to:
Conduct scientific research, including commissioned by government, public and commercial organizations and institutions;
Establish and publish your own media on paper and electronically;
Organize and conduct scientific, practical and educational conferences, symposiums, seminars, round tables and meetings;
providing methodological, organizational and consulting assistance in the creation and activities of other organizations;
Prepare and publish collections of scientific and methodological works, teaching aids, conference abstracts, educational booklets, etc., on the study of the Arctic and Antarctic;
Prepare and publish printed, audio, video and other materials of the Center;
Develop and implement research programs and projects aimed at studying and developing knowledge about the Arctic and Antarctic;
Conduct sociological and other surveys and research;
Conduct classes among children, pupils, students and young scientists aimed at popularizing science and scientific research;
Conduct scientific research and methodological work, develop and implement, in accordance with the law, new programs and methods, develop standards and technical regulations, attract funds from domestic and foreign investors in projects in Russia and abroad;
Exchange experience in the form of internships, scientific tourism with national and international scientific organizations;
— carry out activities in the field of certification and technical regulation;
Create information data banks on the study of the Arctic and Antarctic;
Organize and conduct scientific and educational tours to the Arctic and Antarctic regions.
2.4. In cases provided for by law, the Center may engage in certain types of activities only on the basis of a special permit (license), membership in a self-regulatory organization or a certificate of admission to a certain type of work issued by a self-regulatory organization.
- Center management procedure
3.1. The activities of the Center are managed by its Founders.
To exercise their powers and resolve issues related to the management of the Center, the Founders hold their meetings in the form of the Board, which is the highest collegial management body of the Center.
3.2. The exclusive competence of the Management Board includes resolving the following issues:
a) determination of priority areas of activity of the Center, principles of formation and use of its property;
b) changing the charter of a non-profit organization;
c) determining the procedure for admission to the founders of the Center and exclusion from its founders;
d) formation of the Center’s bodies and early termination of their powers;
e) approval of the annual report and accounting (financial) statements of the Center;
f) making decisions on the creation of the Center for other legal entities, on the participation of the Center in other legal entities, on the creation of branches and on the opening of representative offices of the Center;
g) making decisions on the reorganization and liquidation of the Center, on the appointment of a liquidation commission (liquidator) and on approval of the liquidation balance sheet;
h) approval of the audit organization or individual auditor of the Center;
i) approval of the composition of the Board of Trustees.
Issues within the exclusive competence of the Board cannot be transferred to them for resolution by other bodies of the Center.
3.3. The Board has the right to resolve other issues that are not within the exclusive competence of other management bodies of the Center.
3.4. A meeting of the Board is valid if all Founders participate in it.
3.5. Decisions of the Board on issues within its exclusive competence, as well as other issues considered by the Board, are considered adopted if all members of the Board vote for them.
Decisions of the Board are binding on officials of the Center.
3.6. Employees of the Center cannot constitute more than one third of the total number of members of the Board.
3.7. The founders hold board meetings as necessary, but at least once a year.
3.8. The sole executive body of the Center is the Director, appointed for a period of three (3) years and dismissed early from office by the Board. There are no restrictions on holding the position of Director of the Center for several terms.
3.9. The Director is accountable to the Board and carries out his activities on the basis and in pursuance of its decisions.
3.10. The Director of the Center performs the following functions:
3.10.1. acts without a power of attorney on behalf of the Center, acts on behalf of the Center, represents it in all state and municipal bodies and institutions, as well as in relations with legal entities and individuals both on the territory of the Russian Federation and abroad, concludes agreements on behalf of the Center, issues powers of attorney, issues orders and gives instructions mandatory for all employees of the Center;
3.10.3. ensures the implementation of the decisions of the Board;
3.10.3. organizes accounting and submission of mandatory reporting to the Center;
3.10.4. submits the annual report and annual balance sheet of the Center for approval by the Board;
3.10.5. prepares materials, projects and proposals on issues submitted for consideration by the Board;
3.10.6. has the right to sign documents, including financial, banking and other documents;
3.10.7. carries out international relations;
3.10.8. manages the funds and property of the Center within the approved budget;
3.10.9. ensures the organization of the Center’s activities in accordance with this Charter, ensures the implementation of the Center’s activities;
3.10.10. carries out, at its own discretion, the hiring and dismissal in accordance with the labor legislation of the Russian Federation of the Chief Accountant of the Center and other employees from among the administrative, technical personnel, and researchers;
3.10.11. approves the staffing table of the Center;
3.10.12. signs employment contracts on behalf of the Center and determines the amount of remuneration for workers when concluding employment contracts;
3.10.13. approves the rules, procedures, job descriptions, other internal documents and local regulations of the Center, with the exception of those whose approval is within the competence of the Board, in accordance with the requirements of the law and (or) the provisions of this Charter;
3.10.14. Appointments and dismissals of employees are formalized by orders from the Center.
3.10.15. on behalf of the Founders, organizes preparations for meetings of the Management Board,
3.10.16. issues powers of attorney for the disposal of funds and property of the Center;
- Board of Trustees
4.1. The Center's Board of Trustees operates on a voluntary basis and is formed from among representatives of federal and local executive authorities, scientists, polar explorers, travelers, public figures, representatives of enterprises, organizations and institutions interested in the activities of the Center.
4.2. The Board of Trustees operates on the basis of voluntariness and equality of rights of its members and transparency. The Board of Trustees provides financial assistance to the Center in carrying out its statutory activities, maintaining and developing its material and technical base. He has no right to interfere in the current operational and administrative activities of the Center.
Decisions of the Board of Trustees on issues outside its exclusive competence are of a recommendatory and advisory nature.
4.3. The Board of Trustees represents the interests of the Center in state and local executive authorities, public organizations, the media, as well as in relations with other scientific institutions and organizations.
4.4. The main activities of the Center's Board of Trustees:
Assistance in raising funds to support the activities and development of the Center;
Promoting the organization and improvement of working conditions for scientists and other employees of the Center;
Assistance in improving the material and technical base of the Center;
— assistance in purchasing equipment and materials necessary for the scientific process and scientific expeditions;
— promotion of the results of the Center’s scientific activities.
4.5. Meetings of the Board of Trustees are held at least twice a year. A meeting is valid if more than half of its members are present. Decisions are made by a simple majority of votes of members present at the meeting.
- Financial and economic activities of the Center
5.1. The financial and economic activities of the Center are based on the principle of self-financing, which determines that all its income is spent only on achieving the goals defined by this Charter and cannot be distributed among the Founders.
5.2. The sources of formation of the Center’s property in monetary and other forms are:
-regular and one-time receipts from the founder;
Voluntary property contributions and donations;
Revenue from the sale of goods, works, services;
Dividends (income, interest) received on shares, bonds, other securities and deposits;
Income received from the Center's property;
Other receipts not prohibited by law.
5.3. The center may own or have any other right to buildings, structures, housing stock, equipment, inventory, funds in rubles and foreign currency, securities and other property.
5.4. The right to dispose of the Center's property belongs exclusively to the Center.
5.5. The property transferred to the Center by its Founders is the property of the Center. The founders do not retain rights to the property transferred by them to the ownership of the Center.
5.6. The Center has the right to engage in entrepreneurial activities necessary to achieve the goals for which it was created and corresponding to these goals, creating business entities for the implementation of entrepreneurial activities or participating in them.
5.7. The center can carry out income-generating activities only insofar as it serves the purposes for which it was created and if this is consistent with the goals of its creation.
To carry out income-generating activities, the Center must have sufficient property with a market value of at least the minimum amount of authorized capital provided for limited liability companies.
5.8. To develop its activities, the Center may establish various funds by decision of the Board. Unused funds in the current year are not subject to withdrawal and are used in subsequent reporting periods.
- Accounting and reporting of the Center
6.1. The Center maintains accounting and statistical reporting in the manner prescribed by law.
6.2. The center is obliged to submit to the authorized body documents containing a report on its activities, on the personnel of the governing bodies, documents on the purposes of spending funds and using other property, including those received from foreign sources in the manner prescribed by law.
6.3. The Center is obliged to annually post on the Internet or provide the media for publication with a message about the continuation of its activities, and in established cases - a report on its activities in the amount of information submitted to the authorized body.
- Procedure for amending the Charter
7.1. Changes to the Center's Charter are made by decision of the Board.
7.2. Changes to the Charter of the Center come into force from the moment they are entered into the unified state register of legal entities.
- Reorganization of the Center
8.1. The Center may be reorganized by decision of the Board if this does not entail a violation of its obligations.
8.2. The reorganization of the Center is carried out in accordance with the procedure provided for by the current legislation of the Russian Federation.
8.3. Reorganization of the Center can be carried out in the form of merger, accession, division, separation and transformation.
8.4. The Center, by decision of the Board, can be transformed into a foundation.
8.5. Reorganization of the Center entails the transfer of the rights and responsibilities of the Center to its legal successor.
- Procedure for terminating the activities of the Center
9.1 The liquidation of the Center is carried out in the manner established by the Civil Code of the Russian Federation and the Law of the Russian Federation “On Non-Profit Organizations”.
When the Center is liquidated, the property remaining after the claims of creditors is directed to the purposes for which it was created and (or) to charitable purposes.
9.2. The liquidation of the Center is considered completed, and the Center is considered to have ceased to exist from the moment an entry about this is made in the Unified State Register of Legal Entities.
9.3. Upon liquidation of the Center, all documents (managerial, financial and economic, personnel, etc.) are transferred in the prescribed manner to state storage in the archives of the Mosgorarchive association, documents on personnel (orders, personal files, record cards, personal accounts, etc.) .p.) are transferred for storage to the archives of the administrative district in which the Center is located. The transfer and organization of documents is carried out by and at the expense of the Center, in accordance with the requirements of archival authorities.
- Final clause
10.1 Relations not regulated by this charter are regulated by additional agreements, other documents of the Center and the current legislation of the Russian Federation.
APPROVED:
By decision of the General Meeting of Founders
Protocol No. 1 of June 28, 2016
with amendments and additions approved by the Extraordinary Meeting of Founders Minutes No. 5 of December 22, 2017
CHARTER
Autonomous non-profit organization providing legal assistance to citizens and organizations
Lipetsk
2017
1. GENERAL PROVISIONS
1.1. An autonomous non-profit organization for providing legal assistance to citizens and organizations (hereinafter referred to as the “Organization”) is a unitary non-profit organization with no membership, created on the basis of property contributions from citizens to achieve the goals provided for by this Charter.
1.2. Full name of the Organization: Autonomous non-profit organization providing legal assistance to citizens and organizations.
1.3. The abbreviated name of the Organization is ANO for providing legal assistance to citizens and organizations.
1.4. Name of the Organization in English Autonomic non-profit organization to provide legal assistance to citizens and organizations.
1.5. An organization is created without a limitation on the period of activity.
1.6. The organization has a seal with its full name in Russian, stamps and forms with its name, and also has the right to have an emblem and other symbols, the description of which, after approval at the General Meeting of Founders, must be contained in the Charter. Currently, the Organization uses symbols, the description of which is contained in the Charter.
1.7. Location of the Organization: Russian Federation, Lipetsk region, Lipetsk.
1.8. The organization carries out its activities in accordance with the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Law "On Non-Profit Organizations", other regulations governing the activities of non-profit organizations, as well as this Charter.
1.9. The founders are not responsible for the obligations of the Organization they created, and the Organization is not responsible for the obligations of its founders.
2. PURPOSE AND SCOPE OF THE ORGANIZATION’S ACTIVITIES
2.1. The goals and subject of the Organization’s activities are to provide services in the field of law, provide legal assistance to citizens and organizations, carry out activities aimed at solving social problems, providing social support and protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts.
2.2. The activities of the Organization include:
Providing legal assistance on a free or preferential basis to socially vulnerable categories of citizens, including pensioners, disabled people, the poor, as well as non-profit organizations of a non-legal nature; legal education of the population;
legal advice in oral and written form;
drawing up statements, complaints, petitions and other documents of a legal nature, representation in courts;
activities to protect human and civil rights and freedoms;
provision of consulting, information, reference and other services to citizens and legal entities
cooperation with other institutions, organizations and associations in the main areas of the Organization’s activities;
activities aimed at developing alternative methods of conflict resolution.
3. LEGAL STATUS, RIGHTS AND OBLIGATIONS OF THE ORGANIZATION
3.1. In accordance with the current legislation of the Russian Federation, the Organization is considered created as a legal entity from the moment of its state registration in the manner prescribed by law.
3.2. To achieve its goals and carry out its activities, the Organization has the right:
- own, use and dispose of property belonging to it;
acquire and exercise property rights;
carry out transactions provided for by current legislation;
disseminate information about its activities;
exercise other rights in accordance with this Charter and the current legislation of the Russian Federation;
engage in entrepreneurial activity necessary to achieve the goals for which it was created and consistent with these goals, creating business entities for the implementation of entrepreneurial activities or participating in them.
3.3. The organization is obliged:
provide information about its activities to state statistics bodies and tax authorities, members of the Organization and other persons in accordance with the legislation of the Russian Federation and this charter;
maintain accounting records and statistical reporting in the manner established by the legislation of the Russian Federation;
inform the authorized body about changes in the information specified in paragraph 1 of Article 5 of the Federal Law of the Russian Federation “On State Registration of Legal Entities and Individual Entrepreneurs”, with the exception of information about received licenses, within three days from the date of such changes and submit the relevant documents to make a decision on sending them to the registration authority;
perform other duties established by the legislation of the Russian Federation;
submit reports required by current legislation.
4. PROPERTY OF THE ORGANIZATION
4.1. An organization may own buildings, structures, housing stock, transport, equipment, inventory, funds in rubles and foreign currency, securities and other property, as well as own land plots.
4.2. The sources of formation of the Organization’s property are:
- regular and one-time receipts from the founders;
- voluntary property contributions and donations;
Revenue from the sale of goods, works, services;
- dividends (income, interest) received on shares, bonds, other securities and deposits;
- income received from the property of the Organization;
- other income not prohibited by law.
4.3. The property of the Organization is the property created by it, acquired or transferred by citizens and organizations, including cash, shares, other securities and intellectual property rights. The property transferred to the Organization by its founders is the property of the Organization. The founders do not retain rights to the property transferred by them to the ownership of the Organization.
4.4. The property of the Organization, as well as income from income-generating activities, are the property of the Organization and cannot be redistributed between the Founders and members of other bodies of the Organization. The organization owns, uses and disposes of its property in accordance with its purpose and only to achieve its statutory goals.
4.5. The founders of the Organization do not have the right of ownership to its property, including that part of it that was formed through their contributions and donations.
4.6. Interested persons are obliged to respect the interests of the Organization, primarily in relation to the goals of its activities, and should not use the capabilities of the Organization or allow their use for purposes other than those provided for in this Charter.
5. MANAGEMENT AND CONTROL BODIES OF THE ORGANIZATION
5.1.The highest collegial body of the Organization is the Meeting of Founders. The term of office of the Meeting of Founders is not limited by time.
5.2.The exclusive competence of the Meeting of Founders includes resolving the following issues:
changes to the Charter of the Organization;
determination of priority areas of the Organization’s activities, principles of formation and use of its property;
appointment to the position of President of the Organization, early termination of his powers;
making decisions on the reorganization and liquidation of the Organization, on the appointment of a liquidation commission (liquidator) and on approval of the liquidation balance sheet;
making decisions on the creation of other legal entities by the Organization, on the participation of the Organization in other legal entities, on the creation of branches and on the opening of representative offices of the Organization;
approval of an audit organization or individual auditor of the Organization;
approval of the Organization’s financial plan and amendments to it;
acceptance of new persons into the founders of the Organization;
5.3. The meeting of founders has the right to consider any issues related to the activities of the Organization. The meeting of founders has the right to cancel a decision made by the President.
5.4. The frequency of meetings of the Meeting of Founders is as necessary, but at least once a year. An extraordinary meeting of the Meeting of Founders may be convened by any of the founders or the President. A meeting of the Meeting of Founders is valid if more than half of the founders are present. Decisions of the Meeting of Founders are made by open voting. Decisions of the Meeting of Founders on issues falling within the exclusive competence are taken by 2/3 of the votes of those present at the meeting. Decisions on other issues are made by a majority vote of those present at the meeting.
At each meeting of the Meeting of Founders, minutes are kept, which are signed by the Chairman of the meeting of the Meeting and the Secretary of the meeting of the Meeting.
5.5. The organization does not have the right to pay remuneration to members of the Meeting of Founders for the performance of the functions assigned to them, with the exception of compensation for expenses directly related to participation in the work of the Meeting of Founders.
The founders of the Organization may use its services only on equal terms with other persons.
5.6. The sole executive body of the Organization is the President.
5.7. The President may be a fully capable citizen of the Russian Federation.
The President may be a hired employee, or one of the founders may be appointed President.
The term of office of the President is 5 years.
5.8. The competence of the President includes the resolution of all issues that do not fall within the competence of the Meeting of Founders. The President has the following powers:
carries out current management of the activities of the Organization, manages the property and funds of the Organization, acts on its behalf without a power of attorney;
concludes contracts and makes other transactions;
carries out executive and administrative functions;
issues powers of attorney;
opens bank accounts for the Organization;
issues orders, instructions, instructions and other acts mandatory for execution by employees of the Organization;
hires and dismisses employees of the Organization, concludes employment contracts with employees on behalf of the organization;
distributes responsibilities among the Organization’s employees, determines their powers;
carries out daily work to implement the decisions of the Meeting of Founders;
represents the Organization in relations with state and municipal authorities, Russian and foreign legal entities and individuals;
resolves other issues in accordance with current legislation.
5.9. The President is accountable to the Meeting of Founders and acts on the basis of the Charter and documents adopted by the Meeting of Founders. The President is elected and dismissed by the Meeting of Founders with the right to subsequent re-election. The powers of the President may be terminated early by decision of the Meeting of Founders.
5.10. The President in his activities is guided by the legislation of the Russian Federation and this Charter.
5.11. Supervision over the activities of the Organization is carried out by its founders, including the use of funds, by providing the President of the Organization to the founders of a report on the activities of the Organization at least once a year.
6. SYMBOLICS OF THE ORGANIZATION
6. 1. The symbols of the Organization are the Coat of Arms, Emblem and Flag.
6.2 The coat of arms of the Organization for the provision of legal assistance to citizens and organizations is a quadrangular with rounded lower corners and a pointed end in the middle of a white-blue-green heraldic shield with a golden Phoenix bird raising up its fluffy wings, in which it holds the globe, and in its paws it holds a ribbon with the inscription “potential et justitia” (translation into Russian – “power and justice”) in Latin. The Phoenix bird depicted on the Coat of Arms symbolizes the longevity of the non-profit organization, the wisdom of the decisions made by its employees, the ability to renew itself and keep up with the times. The colorographic image of the globe between the wings of the Phoenix bird, which seems to hold it in its wings, symbolizes the extension of the right to carry out the activities of the Organization to all parties to civil law relations, regardless of their location.
6.3. The coat of arms and emblem of the Organization are not synonymous and have different meanings. The Coat of Arms is more formal and the image of the Coat of Arms cannot be used frequently. The emblem is used on seals and stamps, and can be used on envelopes.
6.4. The emblem represents a golden Phoenix bird, which has raised its fluffy wings upward, in which it holds the globe, and in its paws there is a ribbon with the inscription in Latin “potential et justitia”, revealing its meaning in accordance with the meaning of the Organization's Coat of Arms.
6.5. The semantic meaning of the Emblem corresponds to the semantic meaning of the Coat of Arms.
6.6. The flag of the Organization for the provision of legal assistance to citizens and organizations is a white-blue-green rectangular cloth, 2 meters long, 1 meter wide, in the upper left corner of which the Organization’s Emblem is embroidered. It is allowed to apply the image of the emblem in another way, as well as changing the size of the flag depending on its location when used.
6.7. The symbolic meaning of the flag corresponds to the meaning of the Organization's Coat of Arms.
6.8. The image of the Coat of Arms and Emblem is allowed in black and white.
7. AMENDMENTS TO THE CHARTERS
7.1. By decision of the Meeting of Founders, changes may be made to the Organization's Charter in the manner prescribed by the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations” and other federal laws.
7.2. Changes made to this charter are subject to state registration in the manner prescribed by law and come into force from the moment of such registration.
8. REORGANIZATION AND LIQUIDATION OF THE ORGANIZATION
8.1. The reorganization of the Organization is carried out in the manner prescribed by the current legislation of the Russian Federation.
Reorganization can be carried out in the form of merger, accession, division, separation and transformation. The organization has the right to transform into a foundation. The decision on the reorganization of the Organization is made by the General Meeting of Founders.
8.2. Liquidation of the Organization is carried out in the manner prescribed by the current legislation of the Russian Federation.
Liquidation of the Organization can be carried out by decision of the General Meeting of founders, judicial or other authorized bodies.
8.3. The meeting of founders or the body that made the decision on liquidation appoints a liquidation commission (liquidator) and establishes the procedure and timing for the liquidation of the Organization.
From the moment the liquidation commission (liquidator) of the Organization is appointed, the powers to manage the affairs of the Organization are transferred to it. The liquidation commission (liquidator) acts in court on behalf of the liquidated Organization.
8.4. The liquidation commission (liquidator) publishes a publication in the press about the liquidation of the Organization, the procedure and deadline for filing claims by its creditors. The deadline for filing claims by creditors cannot be less than two months from the date of publication of the liquidation of the Organization.
8.5. At the end of the period for submitting claims by creditors, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information about the composition of the property of the liquidated Organization, the list of claims presented by creditors, the results of their consideration, as well as the list of claims satisfied by a court decision that has entered into legal force, regardless on whether such demands were accepted by the liquidation commission (liquidator). The interim liquidation balance sheet is approved by the General Meeting of the founders of the Organization or the body that made the decision on its liquidation.
8.6.After completing settlements with creditors, the liquidation commission (liquidator) draws up a liquidation balance sheet, which is approved by the General Meeting of the founders of the Organization or the body that made the decision on liquidation.
8.7. Upon liquidation of the Organization, the property remaining after satisfaction of the creditors’ claims is directed in accordance with the Charter of the Organization for the purposes for which it was created and (or) for charitable purposes.
If the use of the property of the liquidated Organization in accordance with its constituent documents is not possible, it turns into state income.
8.8. The liquidation of the Organization is considered completed, and the Organization is considered to have ceased to exist after making an entry to this effect in the unified state register of legal entities.
8.9. The organization, in order to implement state social, economic and tax policies, is responsible for the safety of documents (managerial, financial and economic, personnel, etc.), ensures the transfer for state storage of documents of scientific and historical significance to the archives of the city of Lipetsk.
9. BRANCHES AND REPRESENTATIVES OF THE ORGANIZATION
9.1. An organization may create branches and open representative offices on the territory of the Russian Federation in accordance with the legislation of the Russian Federation.
9.2. A branch of the Organization is its separate division, located outside the location of the Organization and performing all or part of its functions, including the functions of representation. A representative office is a separate unit that is located outside the location of the Organization, represents the interests of the Organization and protects them.
9.3. Branch and representative office are not legal entities.
9.4. The heads of the branch and representative office are appointed by the Organization and act on the basis of a power of attorney issued by the Organization.
9.5. The branch and representative office carry out activities on behalf of the Organization. The organization is responsible for the activities of its branches and representative offices.
9.6. Currently, branches and representative offices of the Organization have not been created.
Charter
Autonomous non-profit organization
Consulting Center "Independent Expertise"
MOSCOW
2012-2014
1. General Provisions
1.1. The autonomous non-profit organization Consulting Center "Independent Expertise", hereinafter referred to as the "Organization", is a non-profit organization that does not have membership, created and operates on the basis of the Constitution, the Federal Law "On Non-Profit Organizations", the Civil Code of the Russian Federation, other laws and other legal acts of the Russian Federation.
1.2. Full name of the Organization in Russian: Autonomous non-profit organization Consulting Center “Independent Expertise”.
Abbreviated name of the Organization in Russian: ANO CC “Independent Expertise”.
1.3. The organization does not have the main purpose of its activities to make a profit and does not distribute the profits received to the founder.
1.4. An organization is created without a time limit.
1.5. The organization is a legal entity, owns separate property and is liable for its obligations with this property, can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.
1.6. The organization has the right, in accordance with the established procedure, to open settlement, currency and other bank accounts on the territory of the Russian Federation and abroad.
1.7. The organization has a round seal with its full name in Russian, stamps and forms with its name.
1.8. An organization may have symbols registered in accordance with the established procedure.
1.9. An organization may create branches and open representative offices on the territory of the Russian Federation in accordance with the legislation of the Russian Federation.
1.9.1. A branch of the Organization is its separate division, located outside the location of the Organization and performing all or part of its functions, including the functions of representation.
1.9.2. The representative office of the Organization is its separate division, located outside the location of the Organization, which represents the interests of the Organization and protects it.
1.9.3. The branch and representative office of the Organization are not legal entities; they are endowed with the property of the Organization that created them and act on the basis of the regulations approved by it. The property of a branch or representative office is accounted for on a separate balance sheet and on the balance sheet of the Organization that created them.
1.9.4. The heads of the branch and representative office are appointed by decision of the Collegiate Supreme Management Body and act on the basis of a power of attorney issued by the General Director of the Organization.
1.10. The Organization is liable for its obligations with all the property belonging to it, the founder is not liable for the obligations of the Organization, and the Organization is not liable for the obligations of the founder.
1.11. Location of the Organization: 115114, Moscow, Derbenevskaya embankment, 7, building 2 (the General Director is located at this address, and the documents of the Organization are stored).
1.12. The founder of the Organization is: Voronin Sergey Anatolyevich, date and place of birth. , passport of a citizen of the Russian Federation, series No., issued by the city, K.P. , registered at the address: Russian Federation.
2. Goals, subject of the Organization’s activities
2.1. The main goal of the Organization is to provide legal, information and consulting services, including pre-trial and forensic examinations; interaction with law enforcement and enforcement agencies on issues of ensuring compliance with the legitimate rights and interests of citizens and organizations.
2.2. To achieve this goal, the Organization carries out the following item activities:
2.2.1. Providing examination services in accordance with the goals of the Organization on assignments of individuals or legal entities;
2.2.2. Providing legal, information and consulting services in accordance with the goals of the Organization;
2.2.3. Conducting pre-trial examinations and forensic examinations in order to assist courts, judges, investigative bodies, persons conducting inquiries, investigators and prosecutors in establishing circumstances to be proven in specific criminal and civil cases, cases of administrative offense;
2.2.4. Interaction with law enforcement and enforcement agencies;
2.2.5. Development of scientific and methodological support for the production of examinations, conducting expert studies and assessments;
2.2.6. Providing training and advanced training for specialists in expert specialties in the field of examination, expert research and assessment;
2.2.7. Conducting public opinion research;
2.2.8. Carrying out publishing activities in accordance with the procedure established by law;
2.2.9. Participation in the organization and conduct of: conferences, competitions, olympiads, festivals, symposiums, seminars, lectures, other ways of popularizing knowledge, including methods of distance learning and Internet technologies, exhibitions and meetings related to the statutory activities of the Organization;
2.2.10. Conducting scientific, special and expert research.
2.3. An organization can carry out business activities only insofar as it serves the purpose for which it was created.
2.4. The Organization is engaged in certain types of activities, the list of which is determined by law, on the basis of a license.
3. Governing bodies
3.1. The following governing bodies are formed and operate in the Organization:
3.1.1. The Council of Experts is the Collegiate Supreme Management Body of the Organization, formed by the founder for a period of one year.
3.1.2. The General Director is the executive body of the Organization.
3.2. The Council of Experts consists of five or more people, including the founder of the Organization. Candidates are approved by the founder of the Organization for a period of 1 (one) year, by making a Decision. The composition may include: a representative of the Organization’s workforce and other persons chosen by the founder.
3.2.1. The exclusive competence of the Organization’s Council of Experts includes resolving the following issues:
- makes changes and additions to the charter;
- appoints and early terminates the powers of the Director General of the Organization after its establishment;
- determines the priority areas of the Organization’s activities, the principles of formation and use of the Organization’s property;
- approves the work regulations, structure and staffing of the Organization;
- formation of audit bodies and early termination of their powers;
- approval of the annual report and annual balance sheet;
- approval of the Organization’s financial plan and amendments to it;
- creation of branches and opening representative offices of the Organization;
- makes decisions on the Organization’s participation in other organizations;
- makes decisions on the reorganization and liquidation of the Organization;
- election of governing bodies and early termination of their powers;
- approves contracts (agreements) on loans or grants related to joint implementation projects, and also accepts work performed within the framework of targeted grants and joint implementation projects;
- establishes the amount of remuneration for the General Director of the Organization.
3.2.2. The Council of Experts is convened as necessary, but at least once every six months. An extraordinary meeting of the Council of Experts is convened to resolve urgent issues at the request of at least half of the members.
3.2.3. Members of the Council of Experts perform their duties as volunteers. No more than 1/3 (one third) of the total number of members of the Council of Experts may be employees of the Organization.
3.2.4. At the initiative of the Director General or any member of the Council of Experts, other issues regarding the activities of the Organization and its officials may be submitted for consideration by the Council of Experts.
3.2.5. A meeting of the Council of Experts is valid if more than half of its members are present. The decision of the meeting on issues of the exclusive competence of the Organization's Council of Experts is made by a qualified majority of votes of at least 2/3 of the members of the Council of Experts.
3.3. The General Director (at the establishment of the Organization is elected by the founder) of the Organization is appointed by the Council of Experts of the Organization for a period of five years.
3.3.1. The competence of the Director General includes resolving all issues that do not constitute the exclusive competence of the Organization’s Council of Experts.
3.3.2. General Director of the Organization:
- manages the property and funds of the Organization, acts on behalf of the Organization without a power of attorney;
- concludes contracts and makes other transactions;
- carries out executive and administrative functions;
- represents the Organization in relations with Russian and foreign legal entities and individuals;
- issues powers of attorney;
- opens current and other accounts of the Organization in banks;
- issues orders, instructions, instructions and other acts that are mandatory for execution by employees of the Organization;
- hires and dismisses employees of the Organization;
- distributes responsibilities among employees of the Organization, determines their powers;
- carries out daily work to implement the decisions of the Council of Experts.
3.3.3. The General Director of the Organization in his activities is guided by the Federal Law “On Non-Profit Organizations” and this Charter.
3.3.4. The General Director may appoint an acting General Director during his absence (for no more than 30 days).
4. Control and audit body
4.1. The audit of the financial and economic activities of the Organization is carried out by the Control and Audit Department (hereinafter referred to as the KRU), formed by the Meeting of Experts.
4.2. The number of KRU members is not limited. The General Director cannot be a member of the commission.
4.3. The term of office of the KRU is 5 years.
4.4. The KRU prepares a conclusion for the annual report and balance sheet and submits it to the Organization's Council of Experts. The conclusion of the KRU is approved by the Organization's Council of Experts.
4.5. All officials of the Organization are required to provide the necessary information and documents upon the request of the KRU.
5. Property
5.1. The organization may own land plots, buildings, structures, structures, housing stock, transport, equipment, inventory, property for cultural, educational and recreational purposes, cash, shares, other securities and other property necessary to materially support the activities of the Organization, specified in the charter.
5.2. The Organization may also own institutions, publishing houses, and mass media created and acquired at the expense of the Organization in accordance with its statutory goals.
5.3. The sources of formation of the Organization’s property are:
- voluntary property contributions and donations;
- revenue from the sale of goods, works, services;
- dividends (income, interest) received on shares, bonds, other securities and deposits;
- income received from the Organization's property;
- other receipts not prohibited by law.
5.4. The organization is the owner of the property transferred to it by the founder, as well as all independently acquired property. By transferring property as a contribution, the founder loses all rights to this property, and no new rights arise for him.
5.5. The organization uses the property for the purposes specified in the charter.
6. The procedure for making additions and changes to the charter
6.1. Changes and additions to the charter are made by decision of the Organization's Council of Experts.
6.2. Changes and additions to the Charter of the Organization are subject to state registration in the manner prescribed by law and acquire legal force from the moment of this registration.
7. Reorganization and liquidation of the Organization
7.1. Reorganization of the Organization (merger, accession, division, separation, transformation) is carried out by decision of the Council of Experts of the Organization.
7.2. The organization has the right to transform into a foundation.
7.3. The property of the Organization passes after its reorganization to newly established legal entities in the manner prescribed by the Civil Code of the Russian Federation.
7.4. The decision to liquidate the Organization is made by the Organization's Council of Experts. An organization may also be liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation.
7.5. The Council of Experts of the Organization, which decided to liquidate the Organization, appoints a liquidation commission and establishes, in accordance with the Civil Code and other federal laws, the procedure and timing for the liquidation of the Organization.
7.6. From the moment the liquidation commission is appointed, the powers to manage the affairs of the Organization are transferred to it. The liquidation commission acts in court on behalf of the Organization.
7.7. The property remaining after the liquidation of the Organization cannot be distributed to the founder.
7.8. The property remaining after satisfying the creditors' claims is directed to the purposes for which the Organization was created, or to charitable purposes in accordance with the decision of the Organization's Council of Experts.
7.9. The necessary documents and information about the liquidation of the Organization are sent to the body that registered the Organization in order to exclude it from the unified state register of legal entities.
7.10. The affairs of the liquidated Organization (constituent documents, orders, etc.) are transferred according to the inventory to the archive at the place of state registration.
Problem
I want to create an independent non-profit organization with one founder. How to draw up documents, in particular, the protocol on the basis of which an organization is created? What should the governing bodies be like? In general, I don’t know how to prepare documents for the Ministry of Justice.
Solution
An autonomous non-profit organization is a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services.
Property transferred to an autonomous non-profit organization by its founders (founder) is the property of the autonomous non-profit organization.
The constituent document for an autonomous non-profit organization is the charter approved by the founders (participants, property owner).
The supreme governing body of the ANO is the collegial supreme governing body.
The executive body of a non-profit organization may be collegial and (or) sole. He carries out the current management of the activities of the non-profit organization and is accountable to the highest management body of the non-profit organization.
As you can see, one founder is not enough. We need to look for at least two.
And the list of documents to the Ministry of Justice is as follows:
a) an application for state registration signed by the applicant in the form approved by the federal executive body authorized by the Government of the Russian Federation.
b) a decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;
c) constituent documents of a legal entity (originals or notarized copies);
d) an extract from the register of foreign legal entities of the relevant country of origin or other proof of equal legal force of the legal status of the foreign legal entity - the founder;
e) document confirming payment of state duty.
Solution
Hello,
When creating an ANO, the following should be taken into account:
1. There can be only one founder, then the Supreme Management Body (usually the general meeting of participants or the Council) can be formed in this way - the founder + specific persons (often they are called participants of the ANO (not members!)) listed in the Charter. Difficulty: when changing participants, you will have to make changes to the charter.
2. There can be more than 1 founders, then the Supreme Management Body is formed from the founders.
3. Determine the quantitative composition of the Supreme Body. The rule should be taken into account - persons who are employees of the autonomous non-profit organization cannot constitute more than 1/3 of the total number of members of the supreme management body of the autonomous non-profit organization. That is, if you have 15 people in the ANO and everyone is part of the Supreme Body, then no more than 5 will be able to work under an employment contract. In principle, it’s not scary. The rest can work under civil law contracts, if only the workers themselves agree to this (talk with the workers about the impact of work on maintaining qualifications, find out their status (maybe the participant is an individual entrepreneur, and this simplifies everything)). There is no punishment for non-compliance with this rule, but you will definitely receive a warning from Justice during the inspection.
It happens:
There is a Supreme governing body. There is the most important person - the President (or chairman of the organization). There is a collegial Executive body - the Board. There is a sole executive body - the Executive Director (there may not be one at all). There is an Auditor (or supervisory commission)
And it happens like this:
There is a Supreme governing body. There is a collegial Executive body - the Board. There is a Chairman of the Board (actually the head of the organization). There is a sole executive body - the Executive Director (there may not be one at all). There is an Auditor (or supervisory commission).
Based on which option is closer to you (or maybe you can come up with your own), form management bodies (directly in the creation protocol). Don’t forget the wording - “Initially, the President of the ANO (or chairman...or whatever you call it) is elected/appointed by the founders/participants, and subsequently elected by the General Meeting of Participants (or the Council...or whatever you call it)"
In the Charter, among other things, it is necessary to determine the order of formation of all bodies - who elects whom in what order. All procedures must be written down in detail. Don’t forget about the terms - for how long each of the governing bodies of a non-profit organization is elected and appointed, the procedure for prolongation and early termination of the powers of the governing bodies of a non-profit organization.
A prerequisite is also the regulation of the procedure for making decisions by the governing bodies of a non-profit organization. Moreover, the following criteria are important for a collegial body: quorum, the number of votes required to make a particular decision, in which cases an absolute majority of votes of the members of the governing body is required, who and in what cases exercises the right of veto, can there be a cumulative remote, absentee voting, what is the procedure for notifying about meetings of the governing body of a non-profit organization).
It is necessary to regulate in detail the procedure for speaking on behalf of a non-profit organization (that is, which governing body represents the organization in business transactions and acts on its behalf without a power of attorney or on the basis of what documents). Usually the following people act without a power of attorney (they also have the right of first signature in the bank) - the President, the Chairman of the Board, the Executive Director (based on his powers, usually - current financial and economic operations).
Decide on the location address of the organization (for communication) - to the address that you indicate as the location address, you will need to provide a letter of guarantee from the owner of the premises (that he is the owner of the premises and agrees to provide it as the organization’s address)!
I hope I haven’t completely confused you... Write if anything is unclear. Good luck to you!
Do you have any questions? Ask, the answer will follow immediately!
