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CHARTER OF A NON-PROFIT PUBLIC ORGANIZATION (REGIONAL (LOCAL) BRANCH OF A PUBLIC ORGANIZATION) CHARTER OF THE ALL-RUSSIAN SOCIETY "EARTH AND CHILDREN" Registered Approved by the Ministry of Justice of the Russian Federation by the Constituent Assembly "__" ___________ 20__ of the All-Russian Society Certificate of registration No.815 "Children of the Earth" nickname of the registration department Protocol No.___________ of public and religious "__"___________ 20__ associations ________________ Signature M.P. 1. General provisions 1.1. The All-Russian Society "Children of the Earth" (hereinafter referred to as the "society") is a non-profit public organization that arose as a result of the free expression of the will of citizens united in the field of education, healthcare, social protection of childhood, rehabilitation and adaptation of disabled children. 1.2. The Company operates in accordance with the Constitution of the Russian Federation, on the basis of the Law of the RSFSR "On Property in the RSFSR", current legislation throughout the territory Russian Federation. 1.3. The company is a legal entity, has separate property, has main and working capital, independent balance sheet, current and other accounts in banking institutions, can, on its own behalf, acquire property and personal non-property rights, be a plaintiff and defendant in court, arbitration and arbitration courts. 1.4. The company is liable for its obligations with its own funds and property, which may be subject to foreclosure. The state and members of society are not liable for the obligations of the society. The Society is not liable for the obligations of the state, its members and those created by it legal entities. 1.5. The society has a round seal and a corner stamp with its name, emblem, its own symbols and other details. 1.6. The location of the company is _________________. 2. Goals of the society 2.1. The All-Russian Society "Children of the Earth" is created to solve pressing and complex problems: social protection childhood; revival in children of the peasant spirit, the feeling of a competent, zealous and independent owner on the earth; promoting the formation of creative initiatives aimed at improving the structures of education, healthcare, and social protection; provision of educational, information, intermediary and other services to the population, enterprises and organizations; promoting the implementation of corrective and compensatory medical and psychological systems and methods to provide assistance to disabled children and children who have suffered injuries; conducting research and development of new environmental, agricultural, medical and educational technologies; carrying out advertising, publishing and other information activities in the Russian Federation and abroad; creation trust funds supporting small alternative programs; holding charity events; carrying out other types of activities related to the achievement of statutory goals that are not prohibited by current legislation. 2.2. The society can exchange experience on advanced methods of upbringing, education, healthcare and social protection with all organizations in the Russian Federation and abroad in the UNICEF and UNESCO systems, and solve a wide variety of problems in the upbringing, development and protection of children from birth to adulthood. 3. Structure and management of the company 3.1. The structure of the society is formed by its regional (local) branches, as well as scientific, creative production and other organizations that are part of it. Relations with regional (local) branches are built on a contractual basis. 3.2. The management of the company is carried out by: the general meeting, the president, and the board. 3.3. General meeting of society members - highest governing body, competent to make decisions on all issues activities of the company. The general meeting of members of the company is convened as necessary, but at least once every five years. Extraordinary meetings are held at the proposal of the president or the board to resolve urgent issues. Decisions of the general meeting may be made by written survey of members. The competence of the general meeting includes: approval of the Charter and other constituent documents; approval of the procedure and norms of representation at the next meeting; election of the board of the company, president, audit commission; determination of the main directions of the company’s activities; approval of reports on the work of the president, board and audit commission; resolving issues of reorganization and termination of the company's activities. At the initiative of the president and the board, other issues of the company’s activities may be submitted to the general meeting for consideration. 3.4. The general meeting has the authority to resolve issues submitted for its consideration if at least half of the votes of the company's members participate in it. Decisions of the general meeting are made by a qualified majority of 2/3 votes. Any citizens who are not members of society can take part in the work of the general meeting with the right of an advisory vote. 3.5. The board is the body that manages the activities of the company during the period between general meetings. The Board carries out general management of the company's activities. The board is elected general meeting for a period of 5 years from among the participants of the general meeting consisting of 15 people. The board of the company: determines the priority of projects and programs of the company; approves vice-presidents on the proposal of the President; appoints an acting president for the period necessary to convene an extraordinary general meeting; determines the size of entrance and membership fees; resolves issues of exempting members of the society from paying entrance and membership fees; establishes the types, amounts and directions of use of funds and property of the company; makes changes and additions to the Charter of the company with subsequent approval at the general meeting; adopts regulations on remuneration and other internal regulations governing the activities of the company; hears annual reports from the President; approves target programs of the society; financing the current activities of the company; annual reports, balance sheets and cost estimates of structural divisions of project and program managers of the company. Meetings of the board are held as necessary, but at least once a quarter. Board decisions are valid if at least 3 board members participate in the meeting. Decisions are made by a simple majority of votes. 3.6. The President is elected by the general meeting from among the members of the society by direct secret ballot for a period of 5 years. The number of candidates for the post of president is not limited. Presidential elections are considered valid if at least 2/3 of society members took part in them. A candidate who receives more than half of the votes of the society members who took part in the voting is considered elected. The president can be early dismissed from his position only by a decision of the general meeting of members if it is established that his activities are illegal, contrary to the statutory goals or may cause harm to society. 3.7. President of the company: resolves issues related to the conclusion of contracts and other transactions by the company; acts on behalf of the company without a power of attorney; represents the company in relations with Russian and foreign legal entities and individuals; issues powers of attorney; opens current and other company accounts in banks; issues orders, instructions, instructions and other acts; hires and dismisses employees of the company's apparatus; takes measures to encourage employees and impose penalties on them; distributes responsibilities among the company's employees, determines their powers; makes decisions on filing claims and lawsuits against legal entities and citizens on behalf of the company; approves the charters (regulations) of enterprises, organizations and structural divisions created by the company. 3.8. The Audit Commission is a body that exercises control over the legality and efficiency of the use of the company's funds, over the financial and economic activities of the company. 3.9. The Audit Commission is elected by the general meeting from among the members of the company for a period of 5 years. Its composition cannot include members of the management board, board of trustees, or persons employed by the company. 3.10. The activities of the audit commission are determined by the Regulations on the audit commission of the company, approved by the general meeting. The board of the company and all structural divisions ensure the submission of all materials necessary for the audit to the audit commission. 3.11. To monitor the use of funds received by the company through targeted deposits, as well as to assist the board of the company in the prompt search for funds to solve priority problems, a board of trustees is created. The Board of Trustees is formed from members of the company who have made the greatest material contribution that contributes to achieving the statutory goals and solving the problems of the company. The Board of Trustees may include people who are not members of the company, as well as representatives of enterprises and organizations that provide significant assistance to the company in achieving its statutory goals. The Board of Trustees elects a chairman from among its members for a period of 1 year, who convenes the board as necessary. Members of the Board of Trustees who are not members of the company may take part in meetings of the general meeting and the board with the right of an advisory vote. The Board of Trustees approves the order of implementation of programs and the order of the most effective use funds, considers other issues, decisions on which are advisory in nature. 4. Membership in the society 4.1. Members of the society can be any citizens - both Russian and foreign, who take part in its activities through personal labor or through contributions, as well as those who finance the activities of the society and are interested in the society achieving its statutory goals. Admission to membership in the society is carried out at a general meeting of society members in the presence of those who submitted an application. 4.2. Members of the company have the right: to participate in the management of the company in accordance with this Charter; be a member of the board, audit commission and Board of Trustees of the company; elect and be elected to elective positions; participate in events and programs of the society and its structural divisions; use attributes and symbols of the company with the permission of the board; submit proposals on issues of the company’s activities for consideration by the governing bodies of the company; receive the necessary information about the activities of the company; take part in economic activity society, to use its material and technical base. 4.3. Members of the society are obliged to: comply with this Charter; carry out decisions of the general meeting, board and president of the company; pay entrance and membership fees; actively contribute to solving the problems facing society with its technical, intellectual and financial resources; refrain from actions that may harm the legitimate interests of society and its members. 4.4. Expulsion from members of the company is carried out by decision of the general meeting in the following cases: non-compliance with the Charter of the company; failure to comply with decisions of management and control bodies; failure to fulfill their obligations related to labor and property participation in its activities. 5. Property and economic activities of the company 5.1. The property and funds of the society are formed through: entrance and membership fees; voluntary monetary and other contributions and donations, including those with specific purposes, for the implementation of specific programs of the company; income from economic activities carried out in accordance with the statutory goals of the company; proceeds from charitable events, auctions, lotteries and other events held by the company or other organizations; other income. 5.2. The Company is the owner of the property transferred to it by the founders, members, other citizens and legal entities to carry out the activities provided for by its Charter, as well as property acquired or created by it at the expense of its own funds, including income from business activities. 5.3. The company may own buildings, structures, housing stock, equipment, inventory, property for cultural, educational and health purposes, cash, shares and other securities and other property necessary to ensure the activities provided for by its Charter. 5.4. The company may engage in entrepreneurial activity, create and acquire enterprises and other property to carry out this activity, if this is necessary for it to fulfill its statutory tasks. Enterprises and institutions created or acquired by the company as legal entities have the right of full economic management or the right of operational management of the property assigned to them. 5.5. Income from the economic activities of the company cannot be redistributed among members of the company and is used only to fulfill the statutory tasks. 5.6. Foreign economic activity of the company is carried out in the manner prescribed by current legislation. 6. The procedure for making changes and additions to the Charter 6.1. Changes and additions to the Charter are made by the board with subsequent approval at the general meeting and are subject to registration in the same manner and within the same time frame as registration of the Charter. VII. Procedure for terminating the company 7.1. Termination of a company can be carried out through reorganization (merger, accession, division) or liquidation. 7.2. Liquidation or reorganization of a company is carried out by decision of the highest management body of the company or by a court decision in cases provided for by current legislation. Liquidation of the company is carried out by a liquidation commission formed by the bodies listed above. The liquidation commission establishes the procedure and timing of liquidation, as well as the deadline for filing creditor claims. 7.3. During the reorganization and liquidation of the company, dismissed employees are guaranteed respect for their rights and interests in accordance with current legislation. 7.4. The property and funds of the company after settlements with the state, other legal entities and individuals cannot be distributed among members and are directed to the implementation of statutory goals in accordance with the instructions of the liquidation commission. After the termination of the company’s activities, property provided for its use by a state, public or other organization, as well as by private individuals, is returned to its previous owner. 7.5. In the event of liquidation of a company, all organizations created by it that have the rights of a legal entity suspend their activities until the liquidation commission makes a decision on their further activities. 7.6. The company is considered liquidated from the moment it is removed from the register state registration. COMMENTS: ------------ When creating regional (local) branches of a public organization, amendments are made to the Charter following changes and additions: In clause 1.1. it is necessary to indicate who the founder is. For example: The Moscow Society "Children of the Earth" is the city branch of the All-Russian Society "Children of the Earth". The Moscow Society operates on the territory of Moscow. The founder of the Moscow Society "Children of the Earth" is the All-Russian Society "Children of the Earth" ( registration number No.___ dated "__"_________ 20__ Location of the governing body: __________________________. Section 3.1. should be replaced with the following wording: The structure of society is formed by scientific, creative, industrial and other organizations that are part of it. The Company has the right to create its branches with the right of a legal entity in any administrative district of Moscow. Relations with these branches and organizations that are part of it are built on a contractual basis. Section 3.2. supplement in the following words: Governing bodies (board, president) are elected from the members of the local society with subsequent approval of the candidates by the founder. Section 5.1. add the words: Founding contribution of the All-Russian Society "Children of the Earth". Include clause 5.2. as follows: The Moscow Society "Children of the Earth" has the property transferred to it with the right of full economic management (the right of operational management). The owner of the property assigned to the Moscow Society is the All-Russian Society "Children of the Earth". Section 7.4. should be changed to: Property and funds of the Moscow Society after settlements with the state, other legal entities and individuals cannot be distributed among members and must be transferred to the founder - All-Russian Society"Children of the Earth"... (hereinafter in the text).
Its organizers and leader must know everything about the main documents. Main role the charter plays. It must be prescribed according to certain rules, including the most important information. NGOs rely on this document to work on their chosen direction. social activities. Further in our article we will describe in detail what the charter is non-profit organization.
In 2017, the requirements for the charter of NPOs did not change. As before, it must reflect the information determined by Art. 52 of the Civil Code of the Russian Federation. Errors in the charter lead to the fact that the organization’s registration will be denied. Therefore, the preparation of the document is approached with the utmost seriousness.
The most important thing is to write down the goals for the implementation of which the NPO was created. You also need to specify the following:
- Name of the organization. It is important to choose it so that it reflects. The name must also indicate the type of organization, for example a foundation.
- Address. The exact location of the organization, all branches and divisions.
- Goals of activity. All types of activities that the NPO plans to engage in are written down here. If an organization engages in activities that are not listed in, this will entail penalties from regulatory authorities, which you need to be aware of. If entrepreneurial activity is planned, it must be indicated what kind of business it is and that the income from it will be used to achieve the set goals.
- The procedure for managing activities. The features of management are indicated: meeting, council, election of a chairman, board of trustees, etc. These management bodies will resolve the main issues that arise for NPOs in the course of their work.
- Responsibilities and rights of participants. This includes rules for joining and leaving the organization. This point is important only for those organizations that require membership.
- Indicate all sources of budgeting and acquisition. The method of using this property when closing the organization is also determined.
If entrepreneurial activity is planned, it must be indicated what kind of activity it is and that the income from it will be used to achieve the set goals.
These points must be written down in the charter of every public organization. As for, this is also possible, but you need to follow the rules. The procedure for making changes is prescribed in advance. If this has not been done, changes can only be made through the courts.
In order for the registration of a new company to be successful, you need to properly prepare the documentation for the registration registration procedure in a government agency, while the charter should be taken into account special attention. This document must be included in the package of papers submitted to the Federal Tax Service for opening a legal entity. Inaccuracies in the drafting of the charter lead to a refusal to assign legal status to the organization, and subsequently bring chaos to the company’s activities. In the article we will provide a sample charter of an NPO and show how the title page and the entire document are drawn up.
Features of the NPO charter
The charter is a document of a constituent type, which is drawn up at the stages of formation of any organization, regardless of its form. For non-profit partnership, public organization and foundation, the charter is the basis of the constituent package. If an association or union is created, then a shareholders' agreement is included in the mandatory documents.
The charter of the NPO includes huge amount information:
- Formation obligations;
- A list of mutual work on the formation of an enterprise; it is very important to enter data on the procedure for the election and approval of governing bodies, while each form of organization has its own list;
- Conditions for the transfer of property - it is important to indicate the sources of its origin and options for exploitation after liquidation;
- Conditions for participation in the organization’s work process;
- Conditions and procedure for exit/entry of members - if the organization was created through membership, their rights and obligations, exclusion rules should be indicated.
- Next, the charter includes the subject and goals, and it is important to display full list activities that will be carried out, this also applies to entrepreneurship that NPOs are allowed to engage in, if it is justified;
- Legal address - it is important to indicate the location of the organization being created with reference to branches, offices and representative offices.
How to draw up an NPO charter
The charter of a non-profit organization should be created in compliance with all the dogmas of the legislation of the Russian Federation, while relying on the experience of creating similar documentation for these organizations. The generalized version of the charter must be improved with additional clauses, depending on the scope of the NPO, since today the legislation regarding these formations is undergoing significant changes.
When drawing up the charter, it is important to take into account the requirements specified in paragraph 41 of the Administrative Regulations.
The following rules of this regulation must be taken into account:
- The pages of all copies are numbered;
- The charter is drawn up in three copies;
- Two of them, before being submitted for registration, are stitched and reserved personally by the compiler at the site of the firmware of the last page.
Title page design option
The title page is not required, but if it is formed, then in the following version:
- The word “Charter” is written on it;
- Full name of the non-profit company in the genitive case;
- Information on approval of the statutory document;
- Year of its approval;
- Also, the first sheet may contain other information and notes required by law, for example, on the approval of the document.
Structure and content of the charter
After creation title page, there comes a need to formulate the internal content of the charter of a non-profit entity. Proper structuring of the charter and creation of links greatly facilitates the use of the document. In this case, the statutory document should be structured in a descending manner:
| Name of the structural component of the charter | Explanatory information |
| Chapter | It has a serial number, is indicated by Roman numerals and names, everything is printed in capital letters in the center of the page, one below the other. |
| Chapter | Numbering is done in Arabic numerals. Chapter titles are created, their designation is done from the paragraph in words. The name begins with a number, followed by a dot, then the name in one line in words. |
| Article | The main structural unit of the document is numbered in Arabic numerals, the name does not need to be created, but if there is one, it is written in words on one line, the number is indicated in front with a dot after it, the definition begins with a paragraph and is written in words. If the article is without a title, then the definition begins with a red line, in words and in bold, in in this case there is no dot after the number. |
The article should also be clearly structured:
- Divided into parts numbered with an Arabic numeral with a dot;
- Each part of the article contains, in turn, points indicated by an Arabic numeral with a bracket;
- Further there may be subparagraphs with designations in the form of Russian letters with a bracket. Points and sub-points are divided into paragraphs, no more than 5 are recommended.
If the numbering in structural elements of the charter is used, it must go through the entire document; partial application is undesirable.
The charter sometimes has an annex containing symbols, images and descriptions of the NPO. If there are several applications, numbering is used in Arabic numerals without the No sign, the name is written in the center.
Charter of an NPO with one founder
Creating an enterprise by one founder is not only possible, but is also the most common practice. The formation of the charter in this case is an integral part of the process, as the only constituent document. In principle, it does not differ from the general procedure, the only thing is that instead of the Protocol, the Decision on creation is made in the person of a single founder, and the authorized capital also belongs to him.
The participant must deposit the required amount in Authorized capital until the end of the year, has the right to reduce capital, assign or sell its 100% share to third parties.
The meeting is held with the participation of all founders, in this case represented by one person. The Regulations of the document state that the transfer of a share to someone, the procedure for distributing income and the conditions for the exit of a member do not apply until their number increases beyond one.
Features of the charter for a sports club
Features of the formation of the charter of a sports organization depend on its type:
- International federations, the basis of which is the international model of the charter, which does not quite fit in with the norms of Russian legislation;
- Olympic committees – there are national and international. Everyone is represented in the OKR national organizations: federations, unions, associations with membership in it. The ROC Charter states that legal entities and public associations, that is, all those individuals who follow the goal of the committee - the promotion of Olympism, as a sporting and spiritual development of a person;
- Paralympic Committee;
- Charity and sponsorship funds.
All these organizations must have constituent documents, among which the main one is the charter. Read also the article: → “”. This document for physical education and sports factions must contain standard information for NPOs, and also additionally provide for:
- Types of sports on the basis of which the sports club is developing;
- The structure of the sports organization;
- The territory used by the organization for its own interests and needs;
- An approved list of indicators for selecting athletes for the purpose of including them in a club, school, or team;
- The frequency with which sports competitions are held;
- The rights of the organization itself and its divisions to manage sports equipment;
- The procedure for paying entrance and membership fees;
- The order of reorganization, termination of activities and liquidation;
- Among other things, the charter contains information on the formation of the board of trustees, on the procedure for the appointment and dismissal of officials.
Today, the document should contain information about the rules for an athlete’s transfer to other associations and the amount of payments made. In the appendix of the charter, the sports society can indicate its slogan and emblem. The charter plays an important role in the establishment and process of activity of a non-profit organization of any type, since on the basis of the provisions of this document it develops its activities and interacts with other persons.
non-profit organization - foundation1. GENERAL PROVISIONS
1.1. The Foundation "", hereinafter referred to as the Foundation, is recognized as a non-profit organization that does not have membership, established by citizens and/or legal entities on the basis of voluntary property contributions and pursuing social (charitable, cultural, educational or other socially useful) goals in accordance with the legislation of the Russian Federation and solving problems provided for by the charter.
1.2. Full name of the Fund in Russian: Fund "", abbreviated name in Russian: Fund "", full name in language: "", abbreviated name in: "".
1.3. The Fund 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.
1.4. Location of the Foundation: .
1.5. The Fund is considered created as a legal entity from the moment of its state registration in the manner prescribed by federal laws.
1.6. The fund is created without a time limit.
1.7. The Foundation may be a plaintiff and defendant in courts of general jurisdiction, arbitration and arbitration courts, on its own behalf acquire and exercise property and non-property rights in accordance with the goals of the Foundation’s activities, provided for by the Foundation’s charter, and bears the responsibilities associated with these activities.
1.8. The Foundation has a round seal with the full name of the Foundation in Russian, stamps and forms with its name.
1.9. The requirements of the Foundation's charter are mandatory for fulfillment by all bodies of the Foundation and its founders.
1.10. The Foundation is not liable for the obligations of its founders. The founders of the Fund are not responsible for the obligations of the Fund. The Fund is not liable for the obligations of the state and its bodies, and the state and its bodies are not liable for the obligations of the Fund.
1.11. The Fund is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on.
2. PURPOSE, SUBJECT, TYPES OF ACTIVITY
2.1. The purpose of creating the Foundation is to achieve social (charitable, cultural, educational or other socially useful) goals.
2.2. The subject of the Foundation's activities is: .
2.3. The Foundation may carry out one type of activity (or several types of activity): .
2.4. Selected species Activities can be carried out by the Foundation only on the basis of special permits (licenses). The list of these types of activities is determined by law.
2.5. The Foundation can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which it was created. Such activities include the profit-generating production of goods and services that meet the goals of creating the Fund, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
2.6. A fund can be created to carry out entrepreneurial activities business society or participate in such a society. The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of the Fund.
2.7. In order to achieve its goal, the Foundation may create other non-profit organizations and join associations and unions.
2.8. Interference in the economic and other activities of the Fund by government and other organizations is not permitted unless it is conditioned by their right to exercise control over the activities of the Fund.
3. PROCEDURE FOR MANAGEMENT OF THE FUND'S ACTIVITIES. CONTROLS
3.1. The highest governing body of the Fund is the Board of Trustees. The current management of the Fund's activities is carried out by the Board, which is accountable to the Board of Trustees.
3.2. The main function of the board of trustees is to ensure that the Foundation adheres to the purposes for which it was created.
3.3. The exclusive competence of the board of trustees includes resolving the following issues:
- Supervision of the activities of the Fund and its compliance with the legislation of the Russian Federation.
- Amendments to the Foundation's charter.
- Determination of priority areas of the Fund’s activities, principles of formation, use of the Fund’s funds and its property.
- Review and approval of the Fund's annual report, including the annual balance sheet.
- Review of reports from the Fund's board on the activities of the Fund.
- Supervision over the adoption of decisions by the Board of the Fund and ensuring their implementation, approval of the results of projects implemented by the Fund.
- Formation of the Fund's audit commission, approval of the regulations on the Fund's audit commission.
- Determination of the audit organization, approval of the amount of its remuneration.
- Making decisions on the creation of branches of the Fund and opening representative offices of the Fund, approving regulations on branches of the Fund and representative offices of the Fund.
- Approval of the composition of the Foundation's board.
3.4. The first composition of the board of trustees is elected by the general meeting of founders for a period of . The second and subsequent members of the board of trustees are elected by the previous board of trustees.
3.5. The Board of Trustees is elected by list or personally. A member of the board of trustees is considered elected if a majority of the total number of founders or members of the previous board of trustees of the Foundation present at the general meeting votes for him.
3.6. A candidate for membership of the board of trustees must meet the following requirements:
- higher humanitarian, economic, legal education;
- At least years of experience in management positions.
3.7. Candidates with an impeccable reputation are nominated to the board of trustees. At the same time, the commission of a crime by a person in the sphere of economic activity or against state power, interests civil service and service in local government bodies, as well as administrative offenses, primarily in the field of business activity, in the field of finance, taxes and fees, encroachment on public order and public safety are factors that negatively affect its reputation.
3.8. When electing a member of the board of trustees, information is provided about the candidate’s age and education, positions that the candidate has held over the past five years, the nature of his relationship with the Foundation, as well as other information about the candidate’s financial situation or circumstances that may affect the candidate’s performance of his duties. .
3.9. The work of the board of trustees is organized by the chairman of the board of trustees. The chairman of the board of trustees is elected by the members of the board of trustees from among the members of the board of trustees by a majority vote.
3.10. The Board of Trustees has the right at any time to re-elect its chairman by a majority vote of the total number of members of the Board of Trustees.
3.11. No remuneration is paid for serving on the board of trustees, with the exception of compensation for expenses directly related to participation in its work.
3.12. Meetings of the Board of Trustees are held as needed, but at least once a quarter.
3.13. A meeting of the board of trustees is convened by the chairman of the board of trustees according to his own initiative, at the request of a member of the board of trustees, board, Audit Commission, auditor.
3.14. Members of the board of trustees are notified in writing of the scheduled meeting of the board of trustees at least one day before the date of its holding. Notification is carried out by sending registered letters, telegrams, telephone messages.
3.15. The notice must indicate:
- time and place of the meeting;
- issues to be discussed.
3.16. Familiarization against receipt with the decision of the chairman of the board of trustees to schedule a meeting is equivalent to a written notice.
3.17. The chairman of the board of trustees organizes its work, convenes meetings of the board of trustees and presides over them, and organizes the keeping of minutes at meetings. The minutes of the meeting of the board of trustees are kept (drawn up) by the secretary.
3.18. The Secretary of the Foundation's Board of Trustees is elected for the duration of the meeting of the Board of Trustees by a majority vote from among the members present at the meeting.
3.19. In the absence of the chairman of the board of trustees, his functions are performed by one of the members of the board of trustees of the Foundation by decision of the board of trustees.
3.20. A meeting of the board of trustees is valid if more than half of the elected members of the board of trustees are present.
3.21. The Council has the right to make decisions by absentee voting (by poll).
3.22. If the number of members of the board of trustees becomes less than half the number provided for by the Charter, the Foundation is obliged to elect new line-up board of trustees. The remaining members of the board of trustees have the right to make decisions only on the election of new members of the board of trustees.
3.23. Decisions at a meeting of the board of trustees are made by a majority of votes present. When resolving issues at a meeting of the board of trustees, each member of the board of trustees has one vote. The transfer of a vote by one member of the board of trustees to another member of the board of trustees is not permitted.
3.25. Minutes are kept at the meeting of the board of trustees, which are drawn up no later than 10 days after it is held.
3.26. The minutes of the meeting of the board of trustees are signed by the chairman and secretary of the meeting, who are responsible for the correctness of the minutes.
3.27. The protocol indicates:
- place and time of the meeting;
- issues discussed at the meeting;
- the personal composition of the members of the board of trustees participating in the meeting;
- the main provisions of the speeches of those present at the meeting;
- issues put to vote and voting results on them;
- decisions made by the board of trustees.
3.28. Members of the board of trustees have the right:
- receive any information regarding the activities of the Foundation in any divisions and services of the Foundation;
3.29. Members of the board of trustees are obliged to:
- carry out your duties conscientiously;
- not to disclose confidential information about the activities of the Foundation that has become known to them.
3.30. A member of the board of trustees is obliged to act reasonably and conscientiously in the interests of the Foundation.
3.31. A member of the board of trustees in his activities must take into account the interests of third parties to ensure the effective operation of the Fund, including: counterparties of the Fund, the state and municipalities, on the territory of which the Foundation is located.
3.32. If a conflict arises or threatens to arise between the activities of the Foundation and the personal interests of a member of the board of trustees, he immediately notifies the board of trustees about it. Until a decision is made by the general meeting, a member of the board of trustees shall refrain from taking actions that will lead to a conflict between his interests and the interests of the Foundation.
3.33. A member of the board of trustees must not disclose or use confidential information about the Foundation for personal gain or in the interests of third parties.
3.34. A member of the board of trustees has no right to directly or indirectly receive remuneration for influencing his decision-making.
3.35. A member of the board of trustees, as well as his affiliates, must not accept gifts or receive other direct or indirect benefits, the purpose of which is to influence the activities of the member of the board of trustees or the decisions made by him.
3.36. The exceptions are symbolic signs of attention in accordance with generally accepted rules of politeness and souvenirs during official events.
3.37. A member of the board of trustees is responsible for improper performance of his duties.
3.38. A member of the board of trustees shall fully compensate the Foundation for losses caused to the Foundation by his/her guilty actions.
3.39. A member of the board of trustees is released from liability if it is proven that he is not personally interested in making a specific decision and has carefully studied all the information necessary to make a decision; at the same time, other accompanying circumstances must indicate that he acted solely in the interests of the Fund.
3.40. The Board of Trustees has the right to terminate the voting powers of its member at any time.
3.41. Grounds for termination of powers of a member of the Board of Trustees at the initiative of the Foundation:
- causing material damage to the Fund, with the exception of damage associated with ordinary commercial risk;
- damage to the business reputation of the Fund;
- committing an intentional criminal offense;
- concealing one's interest in making a transaction involving the Fund;
- violation of the provisions of the Foundation's charter, as well as the norms of legislation on non-profit organizations;
- concealment of information about one’s participation in the work of management bodies of other legal entities without the knowledge of the board of trustees;
- deriving personal benefit from the disposal of the Fund’s property, except for cases where deriving personal benefit is permitted by law, charter and other documents and decisions of the Fund;
3.42. A member of the board of trustees must notify the board of trustees of his intention to terminate his powers early at least one month in advance.
3.43. A member of the board of trustees is obliged not to disclose confidential information after termination of membership.
4. BOARD, CHAIRMAN OF THE BOARD
4.1. The Board of Directors of the Foundation is elected by the Board of Trustees for a period of one year (years) and consists of at least people. The Board is located at the location of the Foundation.
4.2. The Board of the Foundation may be re-elected upon expiration of its term of office for a new term.
4.3. The issue of early termination of the powers of a member of the board may be raised at the request of at least members of the board or a member of the board of trustees of the Fund.
4.4. The competence of the board includes:
- organization of the Fund's activities;
- ensuring the implementation of decisions of the board of trustees;
- regularly informing the Board of Trustees about the activities of the Foundation;
- approval of the financial plan (estimate) of the Fund and amendments to it;
- disposal of the Foundation's property;
- approval of the staffing table;
- preparing issues for discussion at the Foundation's Board of Trustees.
4.5. The work of the board is organized by the chairman of the board on the basis of regulations on the activities of the board, approved by the board of trustees. Minutes are kept at board meetings.
4.6. Meetings of the board are held as necessary, but at least once a quarter, and are considered valid with the participation of a majority of board members.
4.8. The Chairman of the Board is elected at a meeting of the Board from among its members for a period of __ year(s).
4.9. Chairman of the Board:
- accountable to the board, board of trustees, responsible for the state of affairs of the Foundation;
- acts on behalf of the Foundation without a power of attorney, represents it in all institutions, organizations and enterprises, both in the Russian Federation and abroad;
- makes decisions and issues orders on the activities of the Fund;
- manages the funds of the Fund within the budget approved by the board, enters into contracts, carries out other legal actions on behalf of the Fund, acquires property and manages it, opens and closes bank accounts;
- resolves issues of economic and financial activities of the Fund;
- hires and fires employees of the Fund, approves them job responsibilities in accordance with the staffing schedule approved by the board;
- exercises control over the activities of branches and representative offices of the Fund;
- bears responsibility, within its competence, for the use of the Fund’s funds and property in accordance with its statutory purposes;
- organizes preparation and holding of board meetings;
- organizes accounting and reporting;
- resolves all issues that do not fall within the competence of the board of trustees and the board of the Foundation.
5. DOCUMENTATION. CONTROL OF THE FUND'S ACTIVITIES
5.1. The Fund maintains accounting records and statistical reporting in the manner established by the legislation of the Russian Federation.
5.2. The Fund provides information about its activities to state statistics bodies and tax authorities, the founders of the Fund and other persons in accordance with the legislation of the Russian Federation.
5.3. The management board is responsible for the organization, condition and reliability of accounting in the Fund, timely submission of the annual report and other financial statements to the relevant authorities, as well as information about the activities of the Fund presented to the founders of the Fund, creditors and the media.
5.4. The Foundation keeps the following documents:
- agreement on the establishment of the Fund;
- Charter of the Fund, changes and additions made to the Charter of the Fund, registered in the prescribed manner, decision on the creation of the Fund, document on state registration of the Fund;
- documents confirming the Fund’s rights to property on its balance sheet;
- internal documents of the Foundation;
- regulations on the branch or representative office of the Fund;
- annual reports;
- accounting documents;
- accounting documents;
- minutes of meetings of the board of trustees, board, audit commission (auditor) of the Fund;
- conclusions of the audit commission (auditor) of the Fund, the auditor of the Fund, state and municipal financial control bodies;
- other documents provided for by federal legislation;
- other documents provided for by the internal documents of the Foundation, decisions of the board of trustees, the board of the Foundation, as well as documents provided for by legal acts of the Russian Federation.
5.5. To exercise control over the financial and economic activities of the Foundation, the Board of Trustees elects an audit commission consisting of people for a period of one year (or years, or years). The retirement of individual members of the audit commission, as well as the election of its new members, is not a basis for reducing or extending the term of activity of the entire audit commission. To organize the work of the audit commission, its chairman is elected. The Foundation has the right to elect only one auditor instead of the audit commission.
5.6. The competence of the Audit Commission (auditor) of the Fund includes the following powers:
- inspection (audit) of the financial and economic activities of the Fund based on the results of activities for the year, as well as at any time on the initiative of the audit commission (auditor), by decision of the board of trustees or at the request of the founder of the Fund;
- requesting from the Fund's management bodies documents on financial and economic activities;
- convening the board of trustees;
- drawing up a conclusion based on the results of the audit of financial and economic activities, which should contain:
- confirmation of the reliability of the data contained in the reports and other financial documents of the Fund;
- information about facts of violation of the procedure for maintaining accounting records and submitting financial statements established by legal acts of the Russian Federation, as well as legal acts of the Russian Federation when carrying out financial and economic activities;
5.7. The procedure for the activities of the audit commission (or auditor) is determined by an internal document-regulation (regulations, etc.), approved by the general meeting of founders, and subsequently by the board of trustees.
5.8. By decision of the board of trustees, members of the audit commission (auditor) during the period of performance of their duties by the Fund (are not) paid remuneration and/or (are not) compensated for expenses associated with the performance of their duties. The amounts of such remuneration and compensation are established by a decision of the board of trustees .
5.9. To audit the financial and economic activities of the Fund, the Board of Trustees appoints an auditor of the Fund.
5.10. The auditor audits the financial and economic activities of the Fund in accordance with the legal acts of the Russian Federation on the basis of an agreement concluded between the Fund and the auditor. The amount of payment for the auditor's services is determined by the board of trustees.
6. PROPERTY OF THE FUND
6.1. The property transferred to the Foundation by its founders (founder) is the property of the Foundation.
6.2. The founders of the Foundation do not retain rights to the property transferred by them to the ownership of the Foundation.
6.3. The Fund may own or have operational management of buildings, structures, housing stock, equipment, inventory, funds in rubles and foreign currency, securities and other property.
6.4. The profit received by the Fund is not subject to distribution among the founders of the Fund.
6.5. The legislation of the Russian Federation may establish restrictions on the Fund’s donations political parties, their regional branches, as well as to election funds and referendum funds.
6.6. The Foundation is required to publish annual reports on the use of its property.
7. REORGANIZATION AND LIQUIDATION
7.1. The Fund may be voluntarily reorganized in the manner provided for in Art. 16 of the Federal Law “On Non-Profit Organizations”. Other grounds and procedures for reorganizing the Fund are determined by Articles 57 - 60 of the Civil Code of the Russian Federation and other federal laws.
7.2. The Fund may be liquidated by a court decision in the manner prescribed by Art. 61 of the Civil Code of the Russian Federation, taking into account the requirements of Art. 18 of the Federal Law “On Non-Profit Organizations”.
7.3. In the absence of a legal successor, documents of permanent storage that have scientific and historical significance are transferred for state storage to the archives of the association “”; documents on personnel (orders, personal files, personal accounts, etc.) are transferred for storage to the archive on the territory of which the Foundation is located. The transfer and organization of documents is carried out by and at the expense of the Foundation in accordance with the requirements of archival authorities.
7.4. Upon liquidation of the Foundation, the property remaining after satisfying the claims of creditors, unless otherwise established by the Federal Law “On Non-Profit Organizations” and other federal laws, is directed to the purposes for which it was created and/or to charitable purposes in the manner determined by the Board of Trustees of the Foundation .
7.5. If the use of the property of the liquidated Fund in accordance with its constituent documents is not possible, it turns into state income.