The Charter of Association of Professionals in Industry of Climate

1. GENERAL PROVISIONS

1.1. This Charter defines the legal status, regulates the order of carrying out and cessation of activity of ASSOCIATION OF PROFESSIONALS IN INDUSTRY OF CLIMAT (NON-COMMERCIAL ORGANIZATION), the Basic State Registration Nomber 1027739655492, hereinafter called "Association", in accordance with the Civil Code of Russian Federation, Federal Law of Russian Federation "About Non-commercial Organizations" and other regulative acts of Russian Federation.

1.2. Association is a self-managing non-commercial organization, which unites organizations, who deal with heating, ventilation and air-conditioning, on the base of common interests.

1.3. Association carries out its activity in accordance with the Law of Russian Federation, Act of Constitution of Association and the present Charter, and is based on the principles of free-will membership, democratic self-management, equality and openness.

1.4. Association is a legal entity, possesses its own property and has its own financial balance, round seal with its name, may accuire in its own name property and private nonproperty rights, bear responsibility, act as claimant or respondent in law-court.

1.5. Association becomes a legal entity from the date of its official registrationin in accordance with the Law.

1.6. There is no limitation on the period of life of Association.

1.7. Association does not bear responsibility for obligations of Members of Association. Members of Association do not bear responsibility for obligations of Association, with the exception of cases envisaged by the Law of Russian Federation. State does not bear pecuniary responsibility for the obligations of Association, as well as Association does not bear pecuniary responsibility for the obligations of State.

1.8. The full name of Association in Russian is �� (�� ), abbreviation ��.

1.9. Association is domiciled: 125499, Russia, Moscow, Kronshtadtskij bulvar, 35-B house, 203 office.

1.10. Association keeps its documentation in the premises of location of the permanent executive body.

2. GOALS AND SUBJECT OF ACTIVITY OF ASSOCIATION

2.1. The main goals of Association are:

development of Russian market of heating, ventilation and air-conditioning equipment;
promotion of the progressive methods of industrial engineering and supply of equipment, and of organization of service in the field of air-conditioning and heating of different installations;
protection of interests of the members of Association, strengthening of their busuness reputation and image.

2.2. To achieve its goals Association:

coordinates the activity of the members of Association within programs, memoranda and plans, adopted by the General meeting of Association;
acts on behalf of the members of Association at the official and public organizations, State departments and international non-commercial organizations;
promotes the expansion of international ties and contacts of the members of Association, the development of international economic co-operation;
carries out advertising actions in order to strengthen business reputation of the members of Association;
provides the members of Association with the necessary commercial and market and other information in the area of their activity;
publishes the regular edition on the issues connected with the activity of the members of Association;
organizes the seminars, conferences and symposia on the issues of heating, ventilation and air-conditioning of different installations;
orginizes the creation of training centers;
implement its other functions which contribute to fulfilment of the tasks of Association in accordance with the Law of Russian Federation.

2.3. In order to achieve its goals and to fulfil its tasks Association is entitled:

to act on behalf of the members of Association with the federal and local authirities, and at the international organizations;
to determine the order of organization and size of the funds formed by Association and their main orientation;
to take part in the fairs and exhibitions in Russian Federation and abroad, to organize specialized exhibitions, to carry out conferences, simposia and seminars;
to open banking accounts in banks and other credit organizations;
to join the the international non-commercial organizations of the same profile, to create branches and representative offices in Russian Fedepation, as well as abroad;
to create associated companies;
to act as a founder of other legal entities, in particular to carry out activity which does not contradict the present Charter;
to make any bargains, to accept obligations, to act under letter of attorney on behalf of the thirds, to give power of attorney to the thirds;
to act as claimant or respondent in law-court and in commercial court on behalf of itself or as a third person;
to take credits in banks and other credit organizations according the Law;
to act in collaboration with the thirds;
to dispose its capital and property;
to enlist the service of the third persons and organizations according to the activity of Association, on the base of contract of work or other relevant legal agreements;
to undertake other activity corresponding the goals of Association and to possess other rights envisaged by the Law of Russian Federation.

3. ASSOCIATION MEMBERSHIP

3.1. Association membership is free-will.

3.2. Legal entities who bind themselves to observe and implement the requirement of the present Charter, Act of Constitution and other documents of Association, desicions of the managing bodies of Association which are taken within the competence of the corresponding body, who pay the fee and other payments in the amounts and within the time, set up by the corresponding bodies and regulations of Association, can be the members of Association.

3.3. All members of Association have equal rights. Members of Association have the same rights and bear the same obligations that the founders of Association, unless the else is not envisaged directly by the Law of Russian Federation.

3.4. The decision about the admission of new members is to be taken by the Council of Association, who submits the issue to the nextr General Meeting of Association for confirmation.

3.5. Legal entity who wants to enter the Association shall submit to the Council of Association:

application of admission;
notarized copy of the documents of incorporation and of the certificate of registration;
filled questionnaire;
brief information about the main activities;
at least two written reccomendations of actual members of Association.

The Council of Association may introduce additional criteria for admission of new members of Association.

3.6. Forms of the application of admission, questionnaire (contains main information about the entity-candidate) and the necessity to submit some other documents are determined according to the internal regulations of Association. Regulations of Association can determine another condition and sequence of operations for admittance a new member of Association.

3.7. The rights of the members of Association are:

to take part in the work of Association;
to vote at the General Meeting of Association;
to submit proposals conected with the activity of Association to the managing bodies of Association and to take part in discussion over them;
to vote and to be elected into the managing bodies of Association;
to use the services of Association free of charge;
to take part in actions held under the auspices of Association;
to step out of the Association at the end of fiscal year.

3.8. The members of Association have all other rights envisaged by the actual Law of Russian Federation, present Charter and other documents of Association.

3.9. The duties of the members of Association are:

to contribute to the achievement of the goals of Association;
to observe and implement the requirement of the constitution and other documents of Association;
to implement decisions of the managing bodies of Association;
to pay fee and other payments in time and according to the accpted order;
to take on secondary liability upon the obligations of Association within the amount of the annual fee;
to bar from intentional actions (inactions) which can produce prejudice to the Association or its members;
to bar from misuse of being a member of Association or unfair actions.

3.10. The members of Association have all other duties envisaged by the actual Law of Russian Federation, present Charter and other documents of Association.

3.11. To the member of Association is issued a certificate of being a member of Association, which shall not be concidered as a security.

3.12. To step out of Association the member shall submit the corresponding application to the managing bodies of Association, in which he indicates the reasons of stepping out. The managing bodies submit the application to the next meeting of the Council of Association and the latter take the decision to satisfy the application.

3.13. Membership in Association of any member can be ceased by the decision of the Council of Association taken by majority vote, in the following cases:

non-fulfillment or improper fulfillment of the duties of the member of Association;
impediment to the activity of Association as a result of the member's actions (inactions);
non-observance of the requirements of the Charter, Act of Constitution, Statutes or other regulations of the Association;
actions (inactions) which produced material damage to Association or prejudice its business reputation;
in case a member is declared bankrupt in the legal order.

3.14. In case the membership was ceased because of any reason, all money-fees or other property passed or assigned to Association in order to ensure its activity, shall not be returned to the discharged member. The certificate of membership of discharged member is considered to be nullified. Discharged member takes on secondary liability upon the obligations of Association within the amount of the annual fee during two years after the date of discharge.

4. MANAGING BODIES OF ASSOCIATION

4.1. The managing bodies of Association are:

General Meeting of the members of Association (hereinafter – General Meeting);
Council of Association (hereinafter – Council).

5. GENERAL MEETING OF THE MEMBERS OF ASSOCIATION

5.1. The supreme managing body of Association is the General Meeting of the members of Association (hereinafter – General Meeting). The main function of the General Meeting of the members of Association is to take decisions over fundamental issues of the activity of Association connected with achievement of the goals of Association.

5.2. In the General Meeting take part the delegats – representatives of the organizations – members of Association. As the gelegats can act the CEO of organizations – members of Association, or their empowered representatives,who act on the base of the duly drawn up letter of attorney or another document, which confirms the power.

5.3. Each member of Association shall be represented by one delegate with one vote.

5.4. The General Meeting shall be convened at least once a year and shall be held not later than in four months afer the end of the fiscal year.

5.5. General Meeting is valid if it is attended by not less than 2/3 (two thirds) of all members of Association. If there is no quorum the General Meeting shall be postponed by not more than 30 days. The postponed General Meeting can take decisions only over the issues envisaged in the initial agenda.

5.6. General Meeting can take decision over any issues of the activity of Association in accordance with the requirements of the present Charter. The competence of the General Meeting include the decision of the following issues:

introduction of amendments and additions into the Charter and Act of constitution of Association, introduction of their new redaction, approval of these documents;
determination of the most priority leads of activity of Association, of the principles of forming and application of the property of Association;
election and early cessation of power of the President and the members of Council of Association;
approval of dismission of the Executive Director of Association;
approval of decision of the Council of Association about the membership in Association;
reorganization and liquidation of Association;
election and early cessation of power of the auditing commission (auditor);
discussion and decision of other issues concerned the activity of Association connected with achievement of the goals of Association.

5.7. Decisions on the issues mentioned in subparagrafs a), b), c), d), f) (exclusive competence of the General Meeting) shall be taken by the majority of 2/3 (two thirds) of votes of the members of Association who attend the General Meeting. Decision on the other issues of the competence of the General Meeting shall be taken by the simple majority. In case of the issue of disharge the member of Association, the member to be discharged shall not take part in vote.

5.8. The corresponding minute shall be kept at each session of the General Meeting. The minute shall be signed by the chairman and executive secretary at the end of the session. Minute book shall be kept in the office of Association.

6. COUNCIL OF ASSOCIATION

6.1. Council of Association (hereinafter – Council) is the continuing collective managing body of Association. The Council undertakes the general management of the activity of Association between the sessions of the General Meeting.

6.2. Composition of the Council is adopted by the General Meeting for one year. The Council is composed of the representatives of the organizations – members of Association.

6.3. The composition of Council shall be renewed by not less than 1/3 (one third) annually.

6.4. President of Association heads the Council.

6.5. Meetings of the Council are held on necessity but at least once a month.

6.6. The meeting of the Council is considered valid if not less than 2/3 (two thirds) of all its members attend the meeting.

6.7. The Council:

effects the decisions of the General Meeting;
manages the activity of Association between sessions of the General Meeting;
approves list of members of staff of Association and estimates of administrative expenditures of Association, offered by the Executive Director;
forms working groups for particular lines of activity of Association;
adopts the internal regulations of Association;
adopts the Annual Report of Association;
adopts the finance plan of Association and anendments to it;
takes preliminary decisions on admission, disaffiliation and discharge of members of Association, and submits it to the General Meeting;
takes decision of convening of extraordinary General Meeting;
takes decision about creation of branches and representatives of Association, and about participation of Association in other organizations;
commissiones and dismisses the heads of branches and representatives of Association;
implements other functions according to the present Charter and decisions of the General Meeting.

6.8 Decisions of the Council are taken by simple majority vote of attending members of Council. Each member of the Council has one vote. In case of equal vote the vote of the President of Association is the decisive vote.

6.9 Any member of Association can attend the meeting of the Council and take part in discission with advisory vote on the issuees in agenda.

6.10 Any member of Association can put forward proposal to discuss any issue at the meeting of the Council, provided the issue is within the competence of the Council.

6.11 The minute of the meeting of Council shall be signed by the chairman and the secretary. Minute book shall be kept in the office of Association.

6.12 Decisions of the Council are obligatory for all members of Association and for its staff.

7. PRESIDENT OF ASSOCIATION

7.1. President of Association is elected at the General Meeting of the Members of Association for two year term. This decision shall be taken by the majority of 2/3 (two thirds) votes of the members of Association attending the General Meeting.

7.2. Any capable natural person, who admits the constitution documents of Association, can be the President of Association. According to the decision of General Meeting, President of Association may hold the office of CEO of one of legal entities – members of Association, or may not.

7.3. President of Association:

on the instructions of the Coulcil acts on behalf of Association, represents Association with all enterprises, institutions, organisations, official bodies, judicial and other bodies;
convenes the General Meetings of the members of Association, makes preparations for the General Meeting ang presides it.
undertakes other actions in accordance with the actual Law of Russian Federation, with the present Charter and other documents of Association.

7.4. Accordind to the decision of the Council the power of the President of Association can be passed to the Executive Director of Association. Amount of power passed by the President to Executive Director, is indicated in corresponding letter of power signed by the President or by member of Council enpowered by Council.

7.5. Remuniration to the President can be payed upon the corresponding decision of the General Meeting. In this decision shall be indicated the amount of remuniration, source of financing and scheme of payment.

8. EXECUTIVE DIRECTOR

8.1. Executive Director undertakes management of the current activity of Association. Executive Director is the sole executive person of Association. Executive Director is appointed for the term defined by the General Meeting.

8.2. Executive Director takes decisions on the issues of management of the current activity of Association, which are not in the competence of the Council.

Executive Director:

acts on behalf of Association without the letter of attorney, represents the interests of Association within his competence, signs contracts, signs letters of attorneys, opens current and other banking accounts, hires and dismisses empoyees, dives them incentives or imposes penalties;
disposes the funds and property of Association in accordance with the planned budget and within the limits established by the Council;
organizes the work of the staff of Association on fulfilment of decisions of the General Meeting and the Council, and issues orders and instructions in this matter;
submits to the Council reports of the work, estimations of administrative expenditures, proposals about the list of staff, hiring or dismissal of employees of Association and other documents connected with the activity of Association;
takes part with advisory vote in the meetings of the Council of Association;
fulfils other functions defined by General Meeting, Council and President of Association.

9. PROPERTY OF ASSOCIATION AND ITS ORIGIN

9.1. Association can posess or have at the disposal buildings, other installations, equipment, money funds and other property, which is necessary for the activity of Association accordind to present Charter. Besides it Association can posess or have at perpetuate disposal land.

9.2. Property of Association can originate from:

pegular or one-time inpayments from the members of Association;
fees and other payments from the members of Association;
free-will donations of property;
dividends (revenues, interests) on shares, bonds, other securities and deposits;
incomes originated from the property of non-commercial organization;
other incomes which do not contradict the Law of Russian Federation.

9.3. Association is the owner of the property donated to it by the members of Association, as well as of the property purchased by Association on other reasons. The property of Association can not be disposed for distribution among the members of Association.

9.4. Money funds of Association can be used for financing of the programms, works and other actions, which are carried out in accordance with the goals of Association, and can be used for payments to the federal and local budgets and funds. The money funds of Association can not be distributed among the members of Association and are used only for achievement of the goals envisaged by the present Charter.

9.5. Association is liable to its obligations only within the property which can be sequestered by Law.

10. ECONOMICAL ACTIVITY

10.1. Association can undertake the business activity only so far it serves to the achievement of the goals of its creation, and which corresponds these goals. Profits of Association can not be distributed among its members.

10.2. Association can establish a business entity or take part in such an entity in order to undertake the business activity.

10.3. Profits from the mentioned in this paragraf activity can not be distributed among the members of Association and can be used to implement the goals of Association.

10.4. Supervision of the economical and other activity of Association shall be realized by the Auditor of Association. Auditor of Association is assigned by the General Meeting of the members of Association, and acts on the basis of the Statute approved by the General Meeting. The Auditor is assigned of a list of persons who are not included into the list of staff of Association, and for the term established by the General Meeting.

10.5. In case of decision of the General Meeting of the members of Association, for examination and audit of economical and financial activity of Association can be contracted specialized auditors.

10.6. Book-keeping shall be carried out in accordance with the actual Law of Russian Federation.

11. REORGANIZATION AND LIQUIDATION

11.1. Association can be reorganized according to the order envisaged by the actual Law of Russian Federation. Reorganization can be undertaken in the form of merge, affiliation, division and reformation. Decision about reorganization, with exclusion of reorganization in the form of reformation, shall be taken by the General Meeting of the members of Association. This decision shall be taken by the majority of 2/3 (two thirds) votes of the members of Association attending the General Meeting.

11.2. Association is concidered to be reorganized, with exclusion of reorganization in the form of affiliation, from the date of the official registration of the newly created organization (organizations). In case of reorganization of a non-commercial organization in the form of affiliation of another organization to it, the first one is considered to be reorganized from the date of inclusion into the United State Register of legal entities, of the record of termination of activity of the affiliated organization. All rights and liabilities of Association pass to its legal successor (successors) in accordance with the actual Law.

11.3. Association can be reorganized into fund, autonomous non-commercial organization, commercial society and partnership. The decision about reorganization of Association shall be taken by all its members who signed the agreement of its creation. In case of reorganization of Association all its rights and liabilities pass to the newly created organization according to the corresponding act.

11.4. Association can be liquidated upon decision of the General Meeting of the members of Association or upon the court decision, in cases envisaged by the actual Law of Russian Federation. Liquidation of Association results in termination of the existence of Association as legal entity, without passing of its rights and liabilities to other entities.

11.5. General Meeting of the members of Association shall inform official organ responsible for registration of such legal entities, about liquidation of Association, in written form and without delay.

11.6. After taking decision about liquidation the General Meeting of the members of Association assignes the liquidation commission (liquidator) and defines the order and term of liquidation according to the actual Law.

11.7. All power to manage affairs of Association passes to the liquidation commission from the moment of its assignment. Liquidation commission lays in court on behalf of Association.

11.8. All other requiremqnts to the order of liquidation are defined by the Civil Code of Russian Federation. Association shall undeviatingly comply with these requirements.

11.9. In case of liquidation, the rest of property of Association after satisfaction of the claims of creditors shall be disposed to the purpose envisaged by the Charter of Association. If the relevant disposal of property of Association is imposible, it passes to the State.

11.10. Liquidation is considered to be completed and Association seased its existence from the date of inclusion of corresponding record into the United State Register of legal entities.

12. FINAL PROVISIONS

12.1. The present Charter becomes valid from the date of its official registration.

12.2. Invalidity of particular provisions of the Charter does not cause the invalidity of the Charter in general.

12.3. In all cases not envisaged by the present Charter, Association and all concerned follow the Act of constitution of Association, other regulations of Association and the actual Law of Russian Federation.

12.4. The official registration of all amendments to the documents of the constitution of Association shall be done in accordance with the law about registration of legal entities. Amendments to the documents of the constitution of Association become valid from the date of their official registration.