The charter of Association of the organizations and natural persons of Cargo Security support.
ARTICLE 1. GENERAL PROVISIONS
1.1. The association of the organizations and natural persons of Cargo Security support, is non-profit organization in the form of the Association uniting legal entities and (or) natural persons for coordination of activity of her members in achievement of the objectives provided by the present Charter. The association is corporate non-profit organization.
1.2. Full name of Association in Russian: Association of the organizations and natural persons on safety of a cargo transportation.
1.3. The abbreviated name of Association in Russian: ASB.
1.4. The name of Association in English: The Association of organizations and physical persons of cargo security support.
1.5. The association carries out the activity according to the current legislation of the Russian Federation and paragraphs of the present Charter.
1.6. The association carries out the activity on the principles of publicity, collective nature in decision-making, voluntariness of participation and equality of members of Association, respectability and mutual aid in the relations between them.
1.7. The association is legal entity from the moment of the state registration, has in property the isolated property, has independent balance, stamps and forms with the name in the Russian and English languages, and also has the right to have symbolics - emblems, the coats of arms, other heraldic signs, flags and anthems which description has to contain in the present Charter and has to be registered in accordance with the established procedure. The symbolics of Association has to conform to requirements of the legislation of the Russian Federation about protection of intellectual property.
1.8. The association doesn't answer for obligations the state and the members. The state, in turn, doesn't answer for o Association's obligations.
1.9. The association can create branches and open representations. Branches and representations aren't legal entities and act under the Provision approved by Presidium of Association. The association bears responsibility for activity of branches and representations. Representations and branches have to be specified in the unified state register of legal entities.
1.10. The association establishes business connections with the Russian and foreign government bodies, commercial and non-profit organizations.
1.11. Location of Association: Russian Federation, Moscow region, Khimki, Repin St., house 6.
ARTICLE 2. PURPOSES AND OBJECT OF ASSOCIATION ACTIVITY
2.1. Main objectives of activity of Association are:
coordination of business activity of members of Association;
representation and protection of the common property interests of members of Association.
2.2. For achievement of The Charter's goals of the Association, according to the current legislation, carries out the following kinds of activity:
- association of members of Association in the directions of their activity;
- assistance to safety of transportation of goods automobile and other means of transport across the territory of the Russian Federation and out of its limits from criminal and other illegal encroachments, and also from emergency situations of natural and technogenic character, minimization of risks;
- studying, distribution and improvement of technologies and modern practician of identification and neutralization of sources of threats to security of a cargo transportation;
- collecting, the analysis and distribution of information concerning safety of a cargo security support;
- providing interaction in this sphere of public authorities, institutes of civil society, citizens of the Russian Federation and the organizations;
- association on a voluntary basis of the cargo owners, the motor transportation enterprises, organizations and individual entrepreneurs which are engaged in transportation of goods and forwarding activity, and also other persons which interests are connected with transportation of goods;
- implementation of interaction with public authorities and officials, banks, insurance companies, mass media and other professional participants of the market;
- creation of corridors of safety in transit freights;
- interaction with law-enforcement bodies and other government bodies at safety of a cargo transportation.
2.3. The association can carry out the kinds of activity which aren't forbidden by the legislation of the Russian Federation and answering the purpose of activity of Association which are provided by the present Charter.
2.4. Object of activity of Association is achievement of the objectives of creation.
2.5. Association, according to the current legislation of the Russian Federation, for performance of the authorized purposes:
- creates financial and economic base for achievement of the objectives of Association;
- attracts resources (the credits, investments);
- promotes development and implementation of various programs and projects;
- is engaged in information and analytical activity according to the authorized purposes and the present Charter;
- provides transfer on the state storage of the documents having scientific and historical value to city archives.
ARTICLE 3. MEMBERSHIP IN ASSOCIATION, RIGHTS AND DUTIES OF MEMBERS.
3.1. The Russian and foreign legal entities and (or) citizens who are recognizing and observing the Charter of Association, and also which brought membership dues can be members of Association.
3.2. The size of membership dues and an order of their payment is established by General meeting of members of Association.
3.3. Admission to membership of Association is carried out by Presidium of Association on the basis of the statement of the candidate and the recommendation not less than two members of Association. The person wishing to become the member of Association and meeting the requirements of the present Charter has to submit the corresponding application to the President of Association.
The application of the candidate has to be considered at the closest General meeting of members of Association.
The candidate gets the rights and duties of the member of Association from the moment of adoption of the relevant decision by Presidium. The new members admitted to Association bring in membership dues for the rest of year.
3.4. The association doesn't answer for obligations the members.
3.5. Members of Association have the right:
3.5.1. to participate in activity of Association, including in management of activity of Association in the order established by the present Charter in implementation of programs and projects, and also in the solution of the questions connected with activity of Association;
3.5.2. to participate in formation of governing bodies of Association and to be elected in their structure;
3.5.3. to receive information on activity of Association and bodies of its management;
3.5.4. to make offers, to make the inquiries and statements in Presidium on questions connected with activity of Association;
3.5.5. to enjoy support of Association in protection of the rights and legitimate interests in the relations with business partners, public authorities of the Russian Federation, and also in establishment of contacts with the foreign state and non-state organizations;
3.5.6. to consist the member (participant) of other non-profit and commercial organizations;
3.5.7. to leave Association at discretion;
3.5.8. to appeal against the decisions of bodies of Association attracting civil consequences;
3.5.9. to demand, acting on behalf of Association, compensations of the losses caused to Association;
3.5.10. to challenge, acting on behalf of Association, made by it transactions on the bases provided by the current legislation and to demand application of consequences of their invalidity, and also application of consequences of invalidity of insignificant transactions of Association;
3.5.11. other rights provided by the current legislation and the present Charter.
3.6. Members of Association are obliged:
3.6.1. to observe provisions of the present Charter, and also to carry out the decisions made by General meeting of members of Association;
3.6.2. to carry out the activity on the principles of respect of other members of Association, respectability, without allowing cases of unfair competition;
3.6.3. to abstain from any actions able to cause damage to prestige of Association or contradicting the purposes of activity of Association;
3.6.4. not to make action (inaction) which significantly complicate or do impossible achievement of the objectives for the sake of which the Association is created;
3.6.5. to provide Associations information necessary for realization of the authorized purposes and tasks of Association, except for information which is a trade secret;
3.6.6. not to disclose to the third parties and not to allow disclosure of information on activity of the Association or its members containing in the materials and decisions of Association designated as confidential;
3.6.7. to carry out the orders of Presidium of Association coordinated with them;
3.6.8. to promote activity of Association, to promote increase of prestige and overall performance of Association;
3.6.9. to pay the membership dues provided by the charter and according to the solution of General meeting of members of Association to bring additional property contributions to property of Association.
3.6.10. to participate in formation of property of Association in a necessary size as it should be, way and in terms which are provided by the current legislation and the present Charter;
3.6.11. to perform other duties provided by the current legislation and the present Charter.
3.7. Membership in Association the voluntary. The member of Association has the right to make the decision on an exit from Association, having directed the President of Association the corresponding written statement.
3.8. The member of Association can be excluded from it according to the solution of General meeting of members of Association in cases:
- rough or systematic (more than 2 times) violations of the Charter of Association;
- systematic (more than 2 times) non-performance of data to it according to the present Charter of instructions;
- failures to pay membership dues;
- hindrances to achievement of the authorized purposes of Association.
3.9. The motivated decision on an exception of members of Association goes within 10 days from the moment of making decision on an exception.
3.10. At an exception of Association the member of Association bears subsidiary responsibility according to the obligations of Association which arose before pronouncement of the decision on an exception.
3.11. The person expelled from Association can request acceptance in members of Association in accordance with general practice not earlier than in a year after its exception.
3.12. At an exit or an exception of the member of Association the membership paid dues couldn't be returned.
3.13. Membership in Association is inaliennable.
ARTICLE 4. GOVERNING BODIES OF ASSOCIATION
4.1. Governing bodies of Association are:
- General meeting of members of Association (supreme body of management of Association);
- Presidium (collegiate executive body of Association);
- President (individual executive body of Association).
4.2. General meeting of members of Association
4.2.1. General meeting of members of Association (further - "General meeting") is the supreme body of management of Association.
4.2.2. General meeting is convoked as required, but at least once a year. The agenda and date of General meeting is defined by Presidium of Association.
4.2.3. Extraordinary General meeting can be called at the initiative of Presidium, the Auditor or on demand not less than one third of members of Association. The offer on convocation of extraordinary General meeting proceeding from the Auditor or members of Association goes in writing to Presidium of Association with the instruction offered the agenda and dates of General meeting. The specified offer has to be sent to Presidium of Association no later than in 30 days prior to the date specified in the offer on convocation of General meeting.
4.2.4. General meeting is competent to consider any questions of the organization and activity of Association.
The solution of the following questions is within the exclusive competence of General meeting:
a) modification of the Charter of Association;
b) definition of priority activities of Association, principles of formation and use of property of Association;
c) definition of quantitative structure of Presidium of Association;
d) election of members of Association Presidium and early termination of their powers;
e) election of the President and early termination of its powers;
e) definition of an order of acceptance of the new member in Association;
g) exception of members of Association;
h) approval of reports of Association Presidium, Auditor of Association and President of Association;
i) making decisions on an order of determination of the size and a way of payment of membership dues, on additional property contributions of members of Association to its property and on the extent of their subsidiary responsibility according to obligations of Association;
j) purpose of audit, election of the Auditor and termination of its powers;
k) creation of branches and opening of representations of Association;
l) making decisions on creation of other legal entities by Association, on participation of Association in other legal entities;
m) making decision on reorganization and liquidation of Association;
o) consideration of other questions relating to activity of Association.
4.2.5. At General meeting each member of Association has one voice. Powers of the representative of the member of Association for participation in General meeting have to be confirmed according to requirements of the Civil code of the Russian Federation.
4.2.6. General meeting is competent to make decisions if at it there is more than a half of members of Association. If the quorum isn't built, carrying out General meeting is postponed to other date.
4.2.7. Solutions of General meeting come into force immediately if other isn't specified in the decision.
4.2.8. The decision on exclusive competence is made by 2/3 voices of members, attendees at meeting. Decisions on other questions are made by a simple majority vote the members of Association who are present at General meeting.
4.2.9. Work of General meeting at the request of Presidium of Association one of his members directs.
4.2.10. Organizational support of convocation and carrying out General meeting is carried out by the President of Association
4.2.11. The notice of convocation of General meeting goes to all members of Association in writing or by e-mail no later than in 15 days prior to day of its carrying out, with the indication of the agenda, a place and time of its carrying out.
4.2.12. The decisions made by General meeting are brought to the attention of all members of Association in writing or by e-mail within 10 days after its carrying out.
4.3. Presidium of Association
4.3.1. During the period between General meetings the general management of activity of Association is performed by Presidium of Association.
4.3.2. The solution of the following questions is within the competence of Presidium:
a) convocation of General meeting, offer of the agenda of General meeting;
b) removal at the adoption of General meeting of plans of priority activities of Association;
c) the report to General meeting about results of activity of Association;
d) establishment of the sizes of an official salary of the President of Association;
e) adoption of the budget of Association and annual report on its execution;
s) approval of programs, projects of Association, short-term and long-term plans of work of Association, creation of committees and working groups of Association;
the approval of the documents regulating activity of the standing and interim committees and working groups created according to the decision of Presidium, the approval of reports on their work.
4.3.3. The presidium has the right to make decisions on other questions of the organization and activity of Association, except the questions carried to exclusive competence of General meeting.
4.3.4. The presidium is chosen General meeting from among members and/or representatives of members of Association. The presidium is accountable to General meeting and is elected for a period of three years.
4.3.5. The president of Association is a part of Presidium on a position and has a vote along with other members of Presidium.
4.3.6. The quantitative structure of Presidium is approved by General meeting and can't make less than three people.
4.3.7. If the member of Presidium leaves its structure during the term of office, the Presidium appoints the new member to the remained term of office of the former member. Such appointment is approved at the next General meeting.
4.3.8. Meetings of Presidium are held as required, but at least once in six months.
4.3.9. The presidium is competent to make decisions if at its meeting there are more than a half of his members.
4.3.10. Decisions Presidium are made by a simple majority vote his members, attendees at a meeting. Decisions of Presidium are made out by the protocol and are brought to the attention of all members of Association in writing or by e-mail within 10 days after holding a meeting of Presidium.
4.4. President of Association
4.4.1. Individual executive body of Association is the President appointed by General meeting of Association for a period of five years.
4.4.2. The president performs operational management of activity of Association and his regular employees.
4.4.3. The president is accountable to General meeting of Association.
4.4.4. The president without power of attorney represents interests of Association in the relations with legal entities and individuals in the Russian Federation and abroad. The president has rights of the first signature on financial documents of Association.
4.4.5. Is within the competence of the President:
a) organization of implementation of solutions of General meeting and Presidium of Association;
b) acceptance for work and dismissal of regular staff of office of Association, application of encouragement measures to them and collectings;
c) definition of terms of payment of work of regular staff of office of Association, preparation of limits and estimates of administrative expenses;
d) publication of orders, orders, provisions, approval of instructions, employment policies and procedures, issue of powers of attorney;
e) formation of the working groups and temporary creative collectives, involvement of experts for participation in development of programs and projects of Association;
e) opening of accounts of Association in the credit organizations;
g) the order property and financial means of Association, and also implementation of operating costs of Association within the budget approved by Presidium of Association;
h) organizational support of activity of General meeting and Presidium of Association.
4.4.6. The president has the right to resolve other issues of activity of Association, except the questions carried to exclusive competence of General meeting and Presidium of Association. The president has the right to delegate the powers to other persons on the basis of the power of attorney.
ARTICLE 5. PROPERTY AND ECONOMIC ACTIVITY OF ASSOCIATION
5.1. The association can have in property or in operational management of the building, a construction, housing stock, the equipment, stock, money in rubles and foreign currency, securities and other property. The association can have the land plots in property or on other right according to the legislation of the Russian Federation.
5.2. The association answers for the obligations that property on which by the legislation of the Russian Federation collecting can be turned.
5.3. Sources of formation of property of Association in monetary and other forms are:
- regular and single receipts from members of Association;
- voluntary property contributions and donations;
- proceeds from sales of goods, works, services;
- the dividends (the income, interest) drawn on stocks, bonds;
- to other securities and deposits;
- income gained from property of Association;
- others, the receipts which aren't forbidden by the law.
5.4. For material financial security of the authorized purposes and tasks the Association has the right:
- to carry out publishing in the order provided by the legislation of the Russian Federation;
- to raise material and financial funds of the Russian and foreign investors;
- to open accounts, including currency, in the bank organizations, to utilize the bank credits;
- to interact with governmental and non-governmental, including international, bodies and the organizations, other legal entities and individuals.
5.5. For financial security of activity of Association can be attracted both own means of her members, and investment and sponsor's means of interested persons.
ARTICLE 6. CONTROL OF FINANCIAL AND ECONOMIC AND AUTHORIZED ACTIVITY OF ASSOCIATION
6.1. For control of observance of the Charter of Association and implementation of decisions of governing bodies of Association in the sphere of financial and economic activity General meeting of members chooses for a period of three years of the Auditor from among the persons which aren't a part of Presidium.
6.2. Checks and audits of the Auditor are carried out as required, but at least once a year. Results of checks, audits are presented to General meeting of members, Presidium and the President.
6.3. The auditor can't be elected in other electoral bodies of Association, hold positions in Association, and also in the representations (branches) and the organizations created by Association.
6.4. The auditor can take part in work of electoral bodies of Association with the right of an advisory vote according to an established order.
6.5. The auditor can demand extraordinary convocation of General meeting in case of threat to essential interests of Association or identification of the abuses allowed by officials of Association, and also if on the elicited its facts the decision can be made only by General meeting.
6.6. Are within the competence of the Auditor:
o confirmation of reliability of the data containing in the annual report and the balance sheet of Association;
- analysis of a financial condition of Association, identification of reserves of improvement of a financial condition of Association and development of recommendations for governing bodies of Association;
- the organization and implementation of audit (check) of financial, accounting, payment and settlement and other documentation of Association regarding its compliance to the legislation of the Russian Federation, to the Charter and other documents of Association;
- control of observance of an established order of write-off on losses of Association of debt of insolvent debtors;
- control of an expenditure of funds of Association according to the financial plan of Association;
- control of formation and use of funds of Association; check of implementation of earlier issued instructions on elimination of the violations and shortcomings revealed by the previous audits (checks);
- implementation of other actions (actions) connected with check of financial and economic activity of Association.
6.7. The auditor submits the report on the work for the approval to General meeting of members.
ARTICLE 7. ORDER OF MODIFICATION OF THE CHARTER OF ASSOCIATION
7.1. Changes in the present Charter are approved by General meeting of Association, and are subject to the state registration in the order established by the law.
7.2. Changes in the present Charter gain validity from the moment of their state registration.
ARTICLE 8. REORGANIZATION AND LIQUIDATION OF ASSOCIATION
8.1. Reorganization of Association is carried out in the order provided by the current legislation of the Russian Federation. Reorganization of Association can be carried out in the form of merge, accession, division, allocation and transformation. The association has the right to be transformed to public organization, autonomous non-profit organization or fund.
8.2. Liquidation of Association is made according to the solution of General meeting of Association if 2/3 voices of members voted for this decision, attendees at meeting, judicial or others, the bodies authorized on that.
8.3. General meeting of Association or the body which made the decision on elimination appoints the liquidating commission and establishes an order and terms of elimination.
8.4. From the moment of appointment of the liquidating commission pass powers on administration of Association to it.
8.5. The liquidating commission places in press organs the publication about liquidation of Association, an order and term of the statement of requirements by her creditors.
8.6. Upon termination of term for presentation of requirements by creditors the liquidating commission makes intermediate liquidating balance which is approved by General meeting of Association.
8.7. After completion of calculations with creditors the liquidating commission makes liquidating balance which is approved by General meeting of Association.
8.8. The property which remained after satisfaction of requirements of creditors or its cost goes to the purposes in which interests the Association was is created and (or) on the charitable purposes.
8.9. By reorganization of activity of Association all documents (administrative, financial and economic, on staff, etc.) are transferred according to the established rules it to the assignee.
In the absence of the assignee the documents of continuous storage having scientific and historical value are transferred to the state storage to archives, documents on staff (orders, personal records, account cards, personal accounts, etc.) transferred to storage to archive of the administrative district in the territory of which there is an Association.
Transfer and streamlining of documents is carried out by forces and at the expense of means of Association according to requirements of archival bodies.