MANAGEMENT

The administrative bodies of the Association are:
— the General Assembly of Association members;
— the Association Council;
— the executive agent the President;
— the Review Board.

The supreme administrative body of the Association is the General Assembly of Association members. The rule of representation is that each representative has the right to one vote.

The General Assembly determines the number of members in the Association Council, and personally elects members of the Council for a term of 4 (four) years, and members of the Review Board for a term of 4 (four) years.
Member of Association Council – natural person.
Association member’s makes suggestions in Council candidate vote list, inside 3 months before the General Assembly of Association members.
Suggestions in write form, on organizations form signed by director, must be sending as registered letter to Association Council, or directly delivered to the general management.
Suggestions with breach of mentioned demands are void suggestions.
In the absence of candidate to the Association Council suggestions or insufficiently amount of candidates the Association Council has right to include candidates in list at Association Council’s discretion.
Association Council members elected with secret vote or voting on show, on Association Council’s decision. Selected in Association Council are candidates, which got majority vote.
In the event that candidates have equal vote, elected is candidate, which early entered in candidates list.
In the event of more than 1/3Association Council’s members retirement in reporting period, Association Council convene Extraordinary General Assemblies on by-election in Association Council.

The Association Council elects an Association President for a term of 4 (four) years, elects Vice-presidents and confirms Association Director General at suggestion of Association President.

The following relate to the exclusive competency of the General Assembly:
— approval of the Association Charter, and submission of amendments and additions thereto;
— election of the Association Council, Review Board members, and the passing of resolutions regarding the early termination of their authorities;
— determination of the main areas of activity of the Association, and the principles for the formation and use of the Associations property;
— approval of annual Association activity plans and the Association’s accounting balance;
— approval of the financial plan (budget) of the Association;
— determination of the size of annual fees, paid by members of the Association;
— hearing and approving reports by the Director General and the Review Board;
— determination of a list of issues which may be resolved by written voting by members of the Association (by mail, fax or telex), and the procedure for such voting;
— passing resolutions on the termination of activity, or the reorganization of the Association, in compliance with current legislation of the Russian Federation and the Association Charter.

The General Assembly has the right to pass resolutions on all issues of the Associations activities, given the presence of a quorum of at least 50% of the total number of members of the Association.

Resolutions are passed at the General Assembly by a simple majority of votes. Amendments and additions to the Charter, resolutions regarding the exclusion from membership in the Association, resolutions regarding the reorganization and liquidation of the Association are passed by a special majority of votes, if at least two thirds of the members of the Association present have voted for such resolutions.

The General Assembly may be conducted in absentia. In this case, a package of the documents proposed for consideration or approval is sent to each member of the Association.

The General Assembly may be conducted in a mixed format.
A member of the Association independently selects his chosen form of participation. In the case of an in absentia voting format being chosen, each Association member will inform the Association Council of this in a timely manner, and will ensure that the completed voting forms are sent in a timely manner.
When counting votes, the votes of members of the Association present at the General Assembly are counted, as well as voting forms received within the established time period.

The General Assembly is convened by the Association President once per year.

Extraordinary General Assemblies may be convened at the request of the Association Council, at the request of the Review Board at simple vote majority and at the request of the Association President by at least one third of the members in list of the Association at the date of request. The Association Council confirms agenda of extraordinary General Assemblies, confirmed on General Assembly initiators suggestions and couldn’t be changed after General Assembly’s beginning. Association informs members, inside 15 days, about Extraordinary General Assembly date.

Association Assembly is collective body Association management and forms from Association members representatives, other persons equipped in PPE activity.

The Association Council manages the work of the Association in the periods between General Assemblies, with respect to:
— executing plans and special programs of the Association;
— submitting proposals to the General Assembly for various areas of activity;
— organization of cooperation with agencies of state regulation, labor unions and supervisory organizations;
— resolutions to accept new members to the Association;
— submitting proposals for the exclusion of members from the Association;
— submitting proposals to reorganize or terminate the activity of the Association;
— create branches and open representative offices of the Association;
— participation by the Association in other organizations and associations;
— submitting proposals for amendments and additions to the Association Charter;
— the resolution of issues in the work of the Association, not related to the competency of the General Assembly.
In passing resolutions, the votes of those present at sessions of the Association Council are counted, as well as the votes of and members of the Association Council that have sent (by mail, telegram or fax) their statements with respect to resolving the given issue.
Each member of the Association Council has the right to cast one vote. Resolutions are passed by a majority of votes.

The frequency of sessions of the Association Council is determined by the Association President, but often than 1 time per quarter.

The Association Council reports to the General Assembly of Association members on the execution of special programs and plans.

In order to consider and prepare proposals in the most important areas of the Association’s activities, the Association Council may organize committees (subcommittees), and organize permanent or temporary commissions (workgroups).

The Association President presides Association, belongs to the Association Council. The Association President gives a report for the General Assemblies.

The Association President:
— act, without power-of-attorney, in the name of the Association and represent its interests in all state structures institutions and organizations;
— organize cooperation with state government structures, trade unions, and supervisory organizations;
— organize and control the execution of the General Assembly decisions;
— directly head the Association General Management;
— attract additional sources of financial and other resources, to conduct activity under the Charter;
— approve the staffing pattern, within the limits of the budget approved by the Association Council;
— acquire and manage the property of the Association, within the limits of the budget approved by the Association Council;
— correspond with the Association members and other organizations;
— personally consider questions, matched with development strategy, from members heads;
— introduce suggestions on perfection of the Association management to the Association Council;
— hold a session of the Association Council;
— represent the Association’s interests in every respect with Russian and foreign legal persons and natural person;
— conclude contracts and complete legal actions without power of attorney with the Association’s covenanters, represent its interests in court, arbitrage and in court of references;
— use all rights as a plaintiff, defendant and a stranger, including amicable agreement, and other legal acts and fact actions in compliance with legislation;
— open and close bank accounts, and issue power-of-attorney;
— dispose of the funds of the Association, within the limits of the budget approved by the Association Council and other extra obtained incomes (including, for executive bodies collaborators incentive);
— submit to the General Assembly a report on behalf of the Association Council;

In case it is not possible for the President to conduct his duties, then his functions are temporarily performed on the Association Council by the Vice-President, until a new President is elected.

Functional duty and amount of Vice-presidents determines with the Council at the suggestion of the Association President.

The management of the current activities of the Association is conducted by the General Director of the Association, together with regular staff, intra vires in compliance with hereby Charter.
The General Director conducts his activity in compliance with resolutions of the General Assembly of Association members and the Association Council.

The General Director of the Association:
— execute the Association President’s commissions;
— prepare for the Association Council;
— execute issues of the current economical and finance activity of the Association, coordinate activity of the General Direction and activity of the Association organization department;
— sign a treaty on economical and finance activity, without power-of-attorney. Issue a power-of-attorney to the Association collaborates;
— develop the Association activity current and long-term plans and introduce to the Association Council;
— control executing of the Association plans and programs;
— implement decisions of the Association General Assembly, of the Association Council and the Association President;
— implement information of the Association members about regular and irregular the Association Assemblies, and bring decisions of all administrative bodies to the Association’s members;
— schedule finance plan of the Association;
— advance a claim to other organizations in complains to Russian legislation;
— as agreed with the Association President conduct the recruitment and dismissal of regular staff;
— organize accounting and book-keeping;
— attract additional sources of financial and other resources, to conduct activity under the Charter;

The Director General submits to the General Assembly a report on the completion of plans and the expenditure of the financial resources of the Association.

In case it is not possible for the Director General to conduct his duties, then his functions are temporarily performed by the deputy Director General, until a new Director General is elected.