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SERPUKHOV CHAMBER OF COMMERCE AND INDUSTRY


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Charter the Chamber



Approved

by the decision of the Constituent Assembly of the SerpCCI of 11/24/94

Amendments and additions are approved by the

SerpCCI General meeting of 11/25/07

 

CHAPTER 1

GENERAL PROVISIONS

Article 1. Serpukhov Chamber of Commerce and Industry, hereinafter referred to as the "SerpCCI" is a private, non-commercial organization based on a membership and initiative of Russian commercial and non-commercial organizations and Individual Entrepreneurs (organizations and Individual Entrepreneurs) and has been established with the purpose of cooperating it's members for business activities in accordance with the effective Law of the Russian Federation no. 5340-1 of July 7, 1993 on the Chambers of Commerce and Industry in the Russian Federation» and the Charter of Serpukhov

The SerpCCI is a member of CCI MO and CCI RF

Article 2. Serpukhov Chamber of Commerce and Industry acts on the basis of the Legislation of the Russian Federation, law of the Russian Federation no. 5340-1 of July 7, 1993 on the Chambers of Commerce and Industry in the Russian Federation» and in accordance with other laws of the Russian Federation, also on the basis of Charter of the CCI RF and pursuant to Charter of the SerpCCI. The Charter of the SerpCCI shall not contradict the applicable provisions of the Charter of Chamber of Commerce applicable in Russian Federation.

Article 3. The SerpCCI is a legal entity with its separate property, which is beneficially owned or leased.

It can acquire a property and non-property rights and incur an obligations and acts as a plaintiff and defendant in the Arbitration court and the Commercial court.

The SerpCCI shall perform its functions independently or through established organizations, representative offices and branches.

Article 4.

The SerpCCI goes into entrepreneurship business with the only purpose to perform the essential tasks, defined by its charter. The profit, received in such a way, is not distributed among the members of the SerpCCI.

Article 5. The SerpCCI incurs the liabilities with all vested property that can be seized and sold.

The State and its authorities are not liable for the obligation of the SerpCCI, as well as the SerpCCI is not liable for the obligations of the State and its authorities. The SerpCCI is not liable for the obligations of its members, as well as its members are not liable for the obligations of the SerpCCI.

The SerpCCI is not liable for the obligations of the established organizations, as well as established organizations are not liable for the obligations of the SerpCCI, except it is required by the applicable legislation.

Article 6. The SerpCCI have a right to create economic partnerships, companies and non-profit organizations.

The relationship between the Chamber and its established organizations are governed by the Federal law, the Charter of the SerpCCI and the charters of these organizations properly approved by the Board of the SerpCCI.

Article 7. The locations of the activity area are Serpukhov, Serpukhov region, Protvino, Pushino

Article 8. The SerpCCI has the autonomous balance sheet, the round official seal with the emblem of Wand of Mercury accompanied with its name description.The SerpCCI is also has operating account, foreign currency account and other accounts.

Article 9. The SerpCCI has a full and abbreviated name in Russian and in English languages. Full name in Russian is «Серпуховская торгово-промышленная палата», the full name in English is «Serpukhov Chamber of Commerce and Industry»; abbreviated names of the Chamber in Russian are «Серпуховская ТПП», «СТПП», the abbreviated name in English is «The SerpCCI».

The representative office of the SerpCCI is located in the Russian Federation, Moscow reg., Serpukhov, st. Johna Reeda, 26.

CHAPTER 2

The subject, goals, tasks and functions of the SerpCCI

Article 10. The SerpССI shall be set up with the aim of promoting the development of business organizations at all levels, the formation of a modern industrial, financial and trade infrastructure, the adjustment of relations of enterprises with their social partners, the creation of favorable conditions for business activity, the creation of business facilitation and cooperation between entrepreneurs and public authorities, the all-round development of all types of entrepreneurship, trade and economic, scientific and technical relations of businessmen of the Russian Federation with businessmen of other countries, as well as coordination and representation of interests of all members of the SerpCCI, entrepreneurs and its associations irrespective of the form of ownership and location. The SerpCCI fulfills its goals, tasks and functions in accordance with the effective Law of the Russian Federation no. 5340-1 of july 7, 1993 on the Chambers of Commerce and Industry in the Russian Federation» and the Charter of CCI RF and this Charter.

Article 11. The SerpCCI:

1. The SerpCCI provides practical support to organizations, including farms; represents sand protects of their rights and interests on issues related to the implementation of economic activity. Investigates measures for the development of small and medium businesses.

2. Organizes the interaction between the subjects of entrepreneurial activity, their interaction with the State as represented by its organs, and also with social partners,

3. Conducts research and analysis of business activity, the use of force in the area of regulations and makes suggestions for improvement.

4. Takes measures to prevent unfair competition conducts a policy of social responsibility of employers and their associations and supports social initiatives of organizations.

5. Promotes the export of Russian goods and services, as well as provides practical assistance to Russian companies and entrepreneurs in establishing ties with foreign partners conducts operations in foreign markets and develop new forms of trade-economic, scientific, technical and production cooperation.

6. Establishes and develops relations with foreign businesses, as well as unites organizations, and participates in international organizations.

7. The SerpCCI shall register all non-governmental organizations and entrepreneurs in the region of the STPP, which financial and economic situation assures the evidence of their reliability as partners doing business in Russia and abroad. This procedure of registration shall be applied in accordance with the procedure established by the Russian Chamber of Commerce.

8. Creates an arbitration court and approves provisions and Regulations, as well as other specialized agencies, aims to promote the resolution of business disputes. Assists in the conduct of the arbitration, formed to review individual cases.

9. Provides development assistance of audit services.

10. Provides with information and consulting services for the organization and conduct of business, market research, the implementation of foreign economic, financial and foreign exchange operations to local and foreign companies, organizations, entrepreneurs, their associations, unions, associations, as well as on other matters within the competence of the Chamber.Contributes to the development of infrastructure of information services business in Russia and abroad.

11. Provides assistance to organizations and entrepreneurs with patent inventions, industrial designs, registration of trademarks, service marks and appellations of origin, as well as promotes the commercial realization of their rights to intellectual property.

12. Promotes the development and implementation of measures to preclude the manufacture and trafficking of counterfeit products, protection and custodies in connection to Infringement of intellectual property.

13. Organizes and conducts regional and international exhibitions and fairs, provides all necessary arrangements to hold an exhibition, presented Russian goods abroad, as well as promotes policy formulation and coordination of such exhibitions and fairs.

14. Provides publishing and advertising services.

15. Publishes a wide range of printed materials for entrepreneurial business.

16. Contributes to the development of the system of education and personnel training courses in the area of the SerpCCI activity, participates in the elaboration and realization of state and interstate programs in this sphere;

17. Certifies the Certificate of Origin of Goods in accordance with the CCI RF, prepares documents related to export and import of goods and services, as well as other documents related to foreign economic activity.

18. Prepares opinions and advices on force majeure circumstances, in accordance with the conditions of foreign trade transactions and international treaties in the Russian Federation.

19. Conducts the certification, quality and quantity control, completeness of the goods on behalf of Russian and foreign organizations.

20. Conducts a formal examination of major investment and other projects, which are planned to be realized in the area of activity, develops such projects independently and takes part in their development, promotes investments in the stated territory and attracts investments to the economy in accordance with the applicable law and this Charter.

21. Contributes to obtain a permit for opening foreign firms, federations, associations and unions of employers in the area of activity, provides foreign firms and organizations (representative offices) with all required services.

22. Invites and accepts foreign trade and economic delegations, individual representatives of foreign business delegations, and also arranges for its own representatives, economic and trade delegations business trips abroad, organize internal and external business tourism.

23. Awards medals, diplomas and other SerpCCI rewards for contribution to progress the development of entrepreneurship.

24. Conducts an independent assessment of the various types of property.

25. Issues an ATA Carnet - international custom document for temporary import / export of goods in accordance with the procedure established by the CCI RF.

26. Performs research, analytical and evaluation activities in connection to essential problems of the economy, entrepreneurial development, assists in protecting the environment, entrepreneurial development in the sphere of insurance, financial, credit and agricultural sector, small and medium businesses.

27. Provides assistance to organizations and entrepreneurs in acquisition of modern business culture and ethics.

28. Creates and / or participate in the creation of programs for television and radio for business purposes.

29. Performs other functions, which are not inconsistent with the legislation of the Russian Federation.

CHARTER 3

The rights of the SerpCCI

Article 12. The SerpCCI shall have the right:

1. To carry out independent expert examination of drafts of normative acts in the sphere of economics, foreign economic relations, and also on other matters affecting interests of enterprises and entrepreneurs;

2. To represent and protect lawful interests of their members in state bodies;

3. To conduct transactions with legal and individuals, individual entrepreneurs and other legal acts.

4. To acquire and dispose real and personal property.

5. To set up, reorganize or liquidate in Russia and abroad enterprises and institutions and also to found together with foreign enterprises and entrepreneurs mixed chambers of commerce and industry;

6. To determine the way of formation and scope of Special Funds formed in the Chamber and the main directions of their use and to set prices and tariffs for Chamber services required to proceed with its statutory activities.

7. To determine methods of its activity and to establish its structure, list of staff, the numerical strength of employees, the forms and amounts of remuneration and material incentives for their labour;

8. To open their branches and representative offices in other countries as well;

9. To be part of unions, associations, federations and other associations, where interaction can serve as a full and comprehensive implementation of the functions of the Chamber, defined by this Charter.

10. To organize and conduct auction (competitions and auctions) in the accordance with the applicable Law.

11. To discharge other terms of reference, which are not inconsistent with the legislation of the Russian Federation.

CHAPTER 4.

MEMBERS OF THE CHAMBER, THEIR RIGHTS AND OBLIGATIONS

Article 13. Members of the SerpCCI are Russian commercial and non-commercial companies and entrepreneurs.

Members of the SerpCCI are equal in their rights and obligations before the Chamber.

Article 14. The procedure of admission and exclusion out of the SerpCCI members is defined by the Regulation adopted by the SerpCCI Board

Article 15. Companies and entrepreneurs served on the SerpCCI as well as on the RF CCI may also serve on other Chambers of Commerce.

The SerpCCI cooperates and communicates with other chambers of commerce, organizations and entrepreneurs, guided by code and standards of ethics and professional corporate integrity, specified in the Code of Business Conduct and Ethics of Chambers of Commerce in Russia.

Article 16. Organizations and entrepreneurs that form a part of employers associations and organizations (sections, unions, guilds, associations, corporations, etc.), shall not become a member in case these organizations served to the SerpCCI.

Article 17. The member of SerpCCI presented by the authorized representatives has right to:

1. Elect and be elected to the Executive Board of the SerpCCI, as well as stand for election to become a delegate of the CCI RF and participate in the meetings of the Chamber

2. Submits for consideration proposals, related to activity to the Executive Board.

3. Use services provided by the Chamber on conditions and rates determined by the Executive Board of the SerpCCI.

Article 18. The members of the Chamber are obliged:

1 Actively promote the implementation of goals, objectives and functions of the SerpCCI

2. To pay the admission and membership fees on a timely basis.

3. To perform their activities guiding by the principles of ethics and professional corporate integrity, avoiding cases of unfair competition.

4. To meet the requirements of the Charter and implement corporate resolutions, accepted by the Executive Board within settled authority limit.

5. Timely advice on any change to business name, residence or location, and details of of legal entity's incorporation, managers, termination of the activities and other changes arising from the status of a member of the Chamber.

Article 19. The SerpCCI member may terminate Chamber membership, by handing in a written application. In this case the membership fee shall be paid for the current year of leaving the SerpCCI.

A member of the Chamber, who is not performing an obligation set out in Article 18 of this Charter shall be expelled from the Chamber and deprived all membership rights.

CHAPTER 5

THE SUPREME GOVERNANCE BODY OF THE SerpCCI

General Meeting of the SerpCCI

Article 20. The General Meeting of the SerpCCI members shall be the supreme governance body of the SerpCCI (hereinafter General Meeting)

Article 21. The general meeting shall be convened by the Executive Board at least once a year.

Extraordinary meetings of the SerpCCI can be convened in order to resolve issues, which admit of no delay.

The extraordinary General Meeting shall be convened by the Executive Board of the SerpCCI or at the request of the audit committee (auditor) or by demand of Company members, holding at least one-third of the total votes of the SerpCCI members.

Article 22. In preparation for a General Meeting all SerpCCI members shall be provided with contact information regarding time, place and proposed issues within 30 days before the date of the General Meeting.

Notice about such a meeting shall be published in the press.

Article 23. The SerpCCI member can take part in the General Meeting in person or through its authorized representatives. The authorized representative shall be a permanent staff member of SerpCCI as well as other members of the SerpCCI.

Article 24. The exclusive competence of the General Meeting of the SerpCCI shall include:

1. Consideration of reports on the activities of the Chamber and on the Audit Commission, render decisions.

2. Election and termination of the president and Executive board members shall be performed upon the recommendation of previous Executive board.

3. Election and termination of the SerpCCI audit commission (auditor) and Chamber regulation approval.

4. Approval and amendment of the SerpCCI Charter, including related schedules;

5. Resolution to reorganize or liquidate the Chamber;

6. Definition of priorities of the SerpCCI activity and principles of formation and usage of the Chamber's property.

7. Approval on the conclusion of the Audit Commission in relation to financial activities of the Chamber, as well as annual reports and annual balance sheets. Adoption and revision of the financial programme of the SerpCCI.

8. Resolutions to approve other issues envisaged by the effective law of the Russian Federation.

Article 25. The General meeting shall be deemed competent before the law only when the number of presented members is more than half from the whole members of the Chamber.

Article 26. The issues being discussed on regular and extraordinary meetings shall be passed by an open majority vote of all members of the SerpCCI, where majority is 50% + 1 vote of the members, except issues on approval, amendment or supplement of the Charter or on the termination of the Chamber, definition of the priority lines of business, principles of formation and usage of the Chamber's property, election of the President of the Board and the Audit Commission. These issues shall be passed by vote when there are presence of the members is at least two thirds of all members of the SerpCCI.

Election of the governing bodies of SerpCCI shall be conducted by the secret vote.

Article 27. Decision of the general meeting shall be effective immediately, unless otherwise stated in the decision.

Board of the SerpCCI

Article 28. In order to manage the activity of the SerpCCI in the period between meetings, the General Meeting shall elect a standing governing collegial body - the Board of the Chamber for a period of 4 years. The number of elected Board members is determined by the General Meeting. The President of the SerpCCI is admitted as a member of the Board of Chamber ex officio.

Article 29. The Board is headed by a Chairman of the SerpCCI, which is ex officio the President of the Chamber.

The Executive Board shall act in accordance with the Regulations adopted by the Board.

Article 30. Members of the Executive board of the SerpCCI shall operate on a voluntary basis.

Article 31. The competence of the Executive Board of the SerpCCI is to:

1. Define the principal lines of business and forms of practical activities of the Chamber in order to achieve its statutory goals.

2. Сonvene a regular and extraordinary meetings of the Chamber.

3. Elect new members for the Audit Commission in place of retired members.

4. Elect new Executive Board members in place of retired; herewith the composition of the Board cannot be changed for more than 1 / 3.

5. Resolve issues in connection to the activities of the Chamber, submitted for consideration to the Presidium, and the President of SerpCCI, as well as to the Audit Commission and members of the Chamber.

6. Elect delegates to the congress of the RF CCI and CCI MO.

7. Сonsider issues related to creation of the SerpCCI funds and determine their usage.

8. Sets rate and payment order of membership fees and approves Regulations on the admission and exclusion of the SerpCCI members.

9. Approve Rules and Regulations of the Arbitrational Court, nominate and dismiss from the post of a chairman of the Arbitration Court at the SerpCCI.

10. Make decisions in connection to participation in other organizations, creation, liquidation, reorganization of created organizations, unions, branches and representative offices of the Chamber, approve the provisions of these regulations (charters).

11. Create a permanent or temporary committees, commissions, guilds, sections according to problems in various spheres of business, as well as solutions of certain issues related to the activities of the Chamber, its members and the implementation of foreign economic relations or other issues, approve the provisions of these regulations.

12. Elect the Presidium of the Chamber upon the recommendation of the President of the SerpCCI.

Article 32. The meeting of the Board of the SerpCCI shall be convened by the president of the Board of the Chamber at least one time in three months. Extraordinary meetings of the Board may be convened at request of the Audit Commission or one third of the Board members of the Chamber.

Article 33. The meeting of the Board shall be deemed competent before the law only when the number of presented members is more than half from the whole members of the Chamber. Decisions shall be passed by an open majority vote of all presented members of the Board and shall be effective immediately, unless otherwise stated in the decision. Board decisions can be passed without a meeting by absent voting (by poll).

Article 34. According to the decision of the Board, a members who are actually does not, for any reasons, fulfil such duties during a year without unjustified delay or had lost connection with the organizations he represents at the time of election, or take other actions that are incompatible with the principles of the Chamber he may be terminated to take part in the activity of the Board. The Board shall co-opt new members.

Presidium of the SerpCCI

Article 35. Upon the recommendation of the President, the Board of the Chamber shall elect The Presidium of the Chamber for the purpose of current collective leadership for one year period. The Presidium includes Vice Presidents of SerpCCI.

The Presidium of the SerpCCI operates on a voluntary basis.

The Presidium shall act in accordance with the Regulations adopted by the Board.

The Presidium is headed by a President of the SerpCCI, which is ex officio the President of the Chamber.

The meeting of the Presidium convened as may be necessary, but at least 1 time in a month. The meeting of the Presidium deemed competent before the law only when the number of presented members are more than half from the whole members of the Chamber. Decisions shall be passed by open majority vote of all presented members of the Board.

Board decisions can be passed without a meeting by absent voting (by poll).

Article 36. The competence of the Presidium of the SerpCCI is to:

1. Perform analysis and monitor decisions taken by the Board Chamber and Executive Board

2. Approve rates for services provided by the Chamber.

3. Review questions in a period between Board meetings, made by the President of the Chamber.

4. Participate in the preparation for meetings of the Board of the Chamber.

5. Perform the admission and exclusion members from the Chamber

6. Consider the recommendation of the President related to financial matters of the SerpCCI.

7. Determine the order of awarding medals, diplomas and other awards for SerpCCI contribution for the development of entrepreneurship.

President of the SerpCCI

Article 37. The Board of the Chamber shall elect The President of the Chamber for the purpose of resolving operational management issues for four year period. The President is the sole executive body of the SerpCCI. Termination of presidential authorities shall be based on the decision of the General Meeting.

Article 38. The competence of the President of the SerpCCI is to:

1. Manage the current activities of the Chamber as well as exercise the rights of a legal entity and carries out its duties in accordance with this Charter.

2. Organize an implementation of decisions rendered by General Meeting, Presidium and Executive Board

3. Submit draft plans for approval to the Board of the Chamber, as well as make reports on the implementation of these plans.

4. Report to General Meeting of the SerpCCI on the activities of the Chamber.

5. Approve the structure and a staff list of the SerpCCI.

6. Define the responsibilities of staff of the Chamber.

7. Perform the admission and exclusion members from the Chamber and decide on the incentives and imposition of penalties.

8. Define staffs, number and order and the amount of compensation of employees of the House.

9. Represent the interests of the SerpCCI members in government and municipal bodies.

10. Act on behalf of the SerpCCI without power of attorney, represent the SerpCCI interest and perform transactions with any legal entities an individuals, administer the SerpCCI estate, open settlement and other accounts in banks, issue powers of attorney to represent on behalf of the SerpCCI;

11.Perform other activities in accordance with the effective law and this Charter

Audit Committee of the SerpCCI

Article 39. The General Meeting shall elect the Audit Committee for a period of 4 years. This Commission is responsible for enforcement of the standards of the SerpCCI and implementation of the decisions, adopted by the Governing bodies in the sphere of finance and business operations. The number of members of the audit committee (auditor) is determined by the General Meeting and shall be elected only among persons, who are not the members of the Board of Chamber or the Presidium of the Chamber. The Control Commission is governed by the Regulations adopted by the The General Meeting of the SerpCCI.

CHAPTER 6

Arbitration court beforeили at the SerpCCI

Article 40. Arbitration Court at the SerpCCI takes into consideration commercial disputes. The activity of the Arbitration Court is regulated by the Russian legislation and in accordance with provisions and regulations accepted by the Board of the SerpCCI.

CHAPTER 7

PROVISION OF GOVERNING BODIES OF THE AUDIT COMMISSION, COMMISSIONS AND COMMITTEES IN THE SerpCCI

Article 41. Support activities of governing bodies, Audit Commission, as well as commissions, committees, unions and guilds by the SerpCCI. Management of the staff by the President of the SerpCCI. Powers of the Board, President, and the Audit Commission are saved to elect a new Board, the President, the Audit Commission.

СHAPTER 8

SerpCCI PROPERTY

Article 42. The SerpCCI may own buildings, constructers, facilities, housing facilities, transport, equipment, funds, shares, securities and other separate property in Russia and abroad for the purpose of performing its statutory objectives. The SerpCCI may own publishing houses, mass media and other institutions and organizations established or purchased by the SerpCCI at its own expense, in accordance with its statutory objectives.

Article 43. Property funded with the money coming from entrance/ trust/ membership fees and profit from the economic activities of organizations established by the Chamber and other receipts.

Article 44. The SerpCCI funds are aimed to provide statutory activities in accordance with the principles of formation and use of the property of the Chamber.

Article 45. All paid fees will not be returned in case of exit the SerpCCI. No claim admitted.

Article 46. In case of Chamber liquidation and after satisfaction of creditor's claims, a property shall be transferred in accordance with the purposes provided by this Charter.

CHAPTER 9

REORGANISATION AND LIQUIDATION OF THE COMPANY.

Article 47. The Company can be liquidated or reorganized in accordance with the procedure established by the effective law of the Russian Federation and on grounds of the General meeting and in other cases permitted by the applicable law.

Article 48. After liquidation of the Chamber, employee history files shall be passed to the Public Record office in accordance with the legislation.

CHAPTER 10

Procedure for the introduction of amendments and additions of the SerpCCI Charter

Article 49. Changes and additions shall be made on the basis of General meeting decision and shall subject to state registration in accordance with legislation.