Elite Club of Corporate Behaviour
Today: 17 October 2017

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Charter


 

SECTION I

GENERAL PROVISIONS

1.1. The noncommercial partnership " Elite Club of corporate behaviour ", here in after referred to as "Club", is the noncommercial organization founded by legal persons for assistance to its members in realization of activity, directed on achievement of the purposes stipulated by the present Charter according to the Civil code of the Russian Federation and the Federal law " About the noncommercial organizations " ? 7-FL from 12.01.1996.

1.2. The club carries out the activity according to the Constitution of the Russian Federation, the Civil code of the Russian Federation, the Federal law of the Russian Federation " About the noncommercial organizations ", other statutory acts of the Russian Federation and the present Charter.

1.3. The club is created on uncertain term, the legal capacity of the Club arises at the moment of its creation and stops at the moment of its liquidation.

1.4. Conditions of the present Charter keep the validity on all term of Club"s activity. Changes are brought in the present Charter in the order determined by the present Charter according to the legislation (item 6.2. The charter), also inure from the moment of their state registration. To the relations which have been not settled by the present Charter, the current legislation of the Russian Federation is applied.

1.5. A full name of Club in Russian: Noncommercial partnership " Elite Club of corporate behaviour ".

1.6. The abbreviated name of Club in Russian: NO " Captains of business ".

1.7. The location and the post address of Club: 620026, Ekaterinburg, street. Kuibyshevs, 44, office 313.

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SECTION II

LEGAL CLUB’S STATUS

2.1. The club gets rights of the legal person from the moment of its state registration.

2.2. The club has the detached property in the property, answers under the obligations this property, on its own behalf can get and carry out property and non-property rights to perform duties, to be the claimant and the respondent in court.

2.3. The club has independent balance, when due hereunder have the right to open accounts (including currency) in banks in territory of the Russian Federation and behind its limits.

2.4. The club has the round stamp containing its full name in Russian and the indication on a place of its presence finding. The club has the right to have stamps, forms with the name, an emblem registered when due hereunder, and other means of visual identification.

2.5. The club has the right to create branches in territory of the Russian Federation and to open representations according to the current legislation. The branch and representation of Club are not legal persons, are allocated with property of the Club which has created them and operate on the basis of the position authorized by it. The property of branch or representation is taken into account on separate balance and on balance of Club. Heads of branch and representation are appointed Council of Club on presentation of the director of Club and operate on the basis of the power of attorney given by Club. The branch and representation carry out activity on behalf of Club. The responsibility for activity of the branches and representations carries Club. After creation of branch and (or) representations in the present Charter are brought respective alterations regarding the indication of the name and the location of branch and (or) representations.

2.6. Members of Club do not answer under its obligations, and the Club does not answer for obligations the members. The club answers under the obligations that property on which under the legislation of the Russian Federation collecting can be inverted.

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SECTION III

SUBJECT & PURPOSES of CLUB’S ACTIVITY

3.1. A subject and the basic purposes of Club’s activity are:

3.1.1. increase of efficiency of investment processes on the basis of creation of the mechanism adequate to conditions of the Russian economy, and creation of necessary conditions for attraction of domestic and foreign investments;

3.1.2. attraction foreign and stimulation of domestic investments, including for realization of federal and regional programs of social and economic development.

3.2. Also a subject and the purposes of Club’s activity are:

3.2.1. creation of conditions for steady development of a securities market;

3.2.2. creation of the effective mechanism on protection of rights and legitimate interests of investors on a securities market of the Russian emitters;

3.2.3. protection of rights and legitimate interests of investors on a securities market of the Russian emitters;

3.2.4. protection of rights and legitimate interests of the Russian emitters from unfair behaviour, abusing rights on a securities market.

3.3. The basic directions of activity of Club for achievement of the purposes and decisions of problems are:

3.3.1. participation in preparation of federal, regional and other investment programs and projects;

3.3.2. creations of optimum model of corporate behaviour and creation of conditions for introduction of the given model in corporate relations of joint-stock companies;

3.3.3. Realization of complex economic - legal support of activity of participants of economic circulation, development and realization of the measures directed on maintenance of economic, legal stability of their work, financial improvement, increase of economic potential and development of business;

3.3.4. assistance in realization of the juridical-economic analysis of corporate relations;

3.3.5. assistance in the resolution of disputes and conflicts on a securities market or the rights of investors connected to realization and protection of their interests, including, by arbitration trial;

3.3.6. mobilization of the capital and financing of investment programs and projects;

3.3.7. organizations of preparation of the experts necessary for investment activity, rendering of assistance in formation of conditions for becoming effective managers, managers, training and retraining of personnel;

3.3.8. Assistance to subjects of an economic revolution in perfection of a securities market, formation of effective mechanisms of complex protection of legitimate rights and interests of investors;

3.3.9. Gathering the information and creation of special databases with a view of rendering assistance to members of Club in their activity by the analysis Russian and foreign securities markets and corporate management, rendering of legal, information and other kinds of the services appropriate to the purposes and problems of Club;

3.3.10. Development and the statement of internal rules of Club, the control of their appropriate execution, improvement of the mechanism of resolution of conflicts and disputes between members of Club;

3.3.11. granting of information services of financial and economic and legal character; the help in performance of a scientific and technical, patent and economic information work of type marketing, consulting, participation in the organization of cultural - educational activity, in realization scientific and educational programs and actions, including the organization of popular scientific lectures, realization of seminars and conferences, the organization of training courses;

3.3.12. Assistance in realization of research works, development, duplicating, introduction and commercial use of domestic and foreign highly effective technologies and methods of corporate management;

3.3.13. assistance to bodies of the government and management in development of the balanced state policy in sphere of a securities market and protection of rights and legitimate interests of investors on a securities market;

3.3.14. interaction with bodies of the government of all levels, institutions of local government, trade unions, public associations, the commercial and noncommercial organizations for representation of the purposes and protection of interests of members of Club;

3.3.15. participation in realization of priority projects and the programs connected to attraction of means of the Russian and foreign investors, creation of favorable conditions of economic growth and investment appeal of the Ural region;

3.3.16. Assistance to perfection of the economic, financial and economic mechanisms providing steady activity of members of Club on a securities market and in sphere of protection of rights and legitimate interests of investors on a securities market;

3.3.17. popularization of the ethical, business and other norms directed on achievement of the purposes of activity of Club;

3.3.18. rendering of assistance in development and creation of conditions for existence and development of an effective securities market and corporate management, an establishment of equal rights and opportunities for all subjects of economic activities on a securities market;

3.3.19. control of activity of members of Club on a securities market and in sphere of protection of rights and legitimate interests of investors on a securities market;

3.3.20. representation and protection in bodies of the government and management of all levels, juridicial bodies, in other organizations and establishments of interests of members of Club;

3.3.21. Printed, publishing, polygraphic activity, including release of the information, art, promotional literature, periodic and scientifically methodical editions (books, newspapers, magazines, brochures, information grants, booklets, posters etc.), including on questions of illumination of activity of Club;

3.3.22. organization and realization of exhibitions, conferences, presentations, seminars, creative evenings, debates, public lectures and realization of other actions directed on achievement of the purposes of Club;

3.3.23. participation and the organization of TV-programs and radio programs.

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SECTION IV

REALIZATION of CLUB’S ACTIVITY

4.1. The club has the right to carry out the enterprise activity appropriate to the purposes for which achievement it is created as it serves achievement of these purposes. Manufacture of the goods and the services adequate to the purposes of creation of Club, and also purchase and realization of securities, property and non-property rights, participation in economic societies and participation in companies on belief admits as such activity as the investor. The club has the right to carry out all kinds of the enterprise activity appropriate and the purposes necessary for achievement for the sake of which the Club is created, within the limits established by the legislation of the Russian Federation of restrictions on realization by the noncommercial organizations of enterprise activity of separate kinds. Licensed kinds of activity are carried out by Club on the basis of the licenses received when due hereunder.

4.2. At Club the arbitration court which is carrying out arbitration trial in sphere of a securities market and protection of rights and legitimate interests of investors on a securities market operates in case participants of dispute are members of Club and in case participants of dispute are other persons if between them the agreement on transfer of dispute to the arbitration court of Club is achieved. Arbitration trial of dispute is called to provide: protection of rights protected by the law and interests; speed and profitability of procedure of the resolution of dispute; preservation and the further strengthening of business, partner relations of the arguing sides, despite of disagreements available between them. Arbitration trial is carried out according to norms of the legislation of the Russian Federation and Regulations about the arbitration court of Club (authorized by general Meeting of members of Club).

4.3. For achievement of the authorized purposes and according to them the Club has the right:

4.3.1. to own, use and dispose belonging to it movable and real estate, to make concerning this property of the bargain, including the conclusion of contracts, and other legally significant actions;

4.3.2. to make with legal and physical persons of the bargain and other legal actions including to conclude contracts of sale and purchase, barter, rent, transportation, insurance, the assignment, the commission, storage, about joint activity and also to take part in tenders and competitions;

4.3.3. to represent itself as the claimant, the respondent in courts of the general jurisdiction and arbitration courts, other persons participating in civil and arbitration process;

4.3.4. to address in state and other bodies and direct to officials with applications, offers, complaints to inform them on infringements of the legislation concerning activity of Club and its members, and also about preconditions of such infringements; To make offers in state and other bodies on perfection of their activity, concerning the purposes of activity of Club;

4.3.5. to involve for the decision of authorized problems of the donation of the Russian and foreign legal and physical persons; to participate in programs on reception of the grants declared both Russian, and the foreign persons; to declare grants;

4.3.6. to direct available currency and rouble means for payment of study, training and business trips of experts, payment of participation in scientific, advertising, representation and other actions;

4.3.7. to participate in economic societies, in companies on belief (as the investor) to create the noncommercial organizations and to enter associations and the unions;

4.3.8. to use credits of Russian and foreign banks both in Russian, and in foreign currencies to bear the responsibility for their target use and return; to get currency on auctions, currency stock exchanges, at legal and physical persons in the order established by the current legislation;

4.3.9. to act as the participant of ground relations including to have in the property or on the right of rent the ground areas, to carry out construction of objects of technological, social, household purpose;

4.3.10. To accept the gratuitous financial help from legal and physical persons, and equally to render such help; to organize reception of humanitarian and other help from the foreign organizations and private persons;

4.3.11. to take part in the state, municipal, private, international social both humanitarian programs and the projects directed on achievement of the authorized purposes of Club;

4.3.12. to render the information, consulting, consulting services adequate to the purposes of creation of Club, including in sphere of a securities market, corporate management, protection of rights and legitimate interests of investors on a securities market to carry out examination of investment projects;

4.3.13. to carry out educational activity;

4.3.14. to organize and carry out scientific conferences, exhibitions, seminars, concerts, festivals and other research actions;

4.3.15. to carry out advertising activity;

4.3.16. To carry out printed, publishing and polygraphic activity, including release of the information, art, promotional literature, periodic and scientific - methodical editions (books, newspapers, magazines, brochures, information grants, booklets, posters etc.), Including on questions of illumination of activity of Club;

4.3.17. to carry out foreign trade activities in the order established by the legislation of the Russian Federation;

4.3.18. to carry out another, not forbidden by the legislation of the Russian Federation, activity.

4.4. The club has the right to get and carry out any property and personal non-property rights necessary for achievements of the purposes of activity of Club to perform duties.

4.5. The club conducts book keeping and the statistical reporting in the order established by the legislation of the Russian Federation.

4.6. The club gives the information on the activity to bodies of the state statistics and tax bodies, founders and other persons according to the legislation of the Russian Federation.

4.7. The sizes and structure of incomes of Club, and also data on the sizes and structure of property of Club, its charges, number and structure of workers, about payment of their work, about use of gratuitous work of citizens in activity of Club can not be a subject of a trade secret.

4.8. The club is obliged to keep the following documents: the Charter of the Club, the changes registered when due hereunder brought in the Charter of Club, the decision on creation of Club, the certificate on the state registration of Club; the documents confirming the rights of Club on property, taking place on its balance; the internal documents of Club confirmed by general Meeting of members and other controls of Club; the annual report; documents of book keeping; the documents of the financial reporting represented to the appropriate bodies; reports of general Meetings of members of Club, sessions of Council of Club, sessions of the supervisory Council of Club, the revision Committee of Club; the conclusions of the revision Committee of Club, the auditor of Club, the state bodies of the financial control; other documents stipulated by legal documents of the Russian Federation, the Charter of Club, internal documents of Club, decisions of general Meeting of members of Club, Council of Club, the supervisory Council of Club.

The club keeps the specified documents on the location of its agency.

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SECTION V

MEMBERS of CLUB, THEIR RIGHTS & DUTIES

5.1. Members of Club can be legal persons registered in territory of the Russian Federation, sharing purposes of Club and recognizing its Charter. Members of Club are the persons accepted in their number in the order and on conditions, stipulated by the present Charter. Founders at the moment of the state registration of Club automatically become members of Club.

5.2. The club carries out conducting the register of the members. The persons registered in the register of members of Club, have rights and act, stipulated by the legislation and the present Charter for members of Club. For conducting the register the director is responsible. In the register of members of Club the following data are reflected: a full name of a member of Club according to its Charter; number of the state registration and the name of the body which has carried out registration, date of registration; the location; the post address; a phone number, a fax (at presence); The electronic address (at presence); a surname, a name, a patronymic and the name of an agency of a member of Club; identification number of the tax bearer; date of the introduction in members of Club; the basis of reception, an exit, exception of members of Club with the indication of the documents reflecting the given actions (the report of members of Club, Council of Club, representation of the chairman of the supervisory Council, the application of a member and another); available remarks and the prevention born to address of a member of Club; available at members of Club of the award, the letter etc.; entering of introductory, member, target payments, debts on their entering, the sums of the imposed penalties for delay on their entering.

5.3. The order of reception, an exit and exception of members of Club.

5.3.1. The club is open for the introduction of new members. Reception of new members of Club is carried out according to the present Charter

5.3.2. The director of Club acquaints the candidate in members of Club with the present Charter, including with the order and conditions of reception in members of Club. The candidate in members of Club represents the appropriate written application to the director of Club. In the application for the introduction the candidate in members of Club gives the brief characteristic (the period of existence, number of the state registration and the name of the body which has carried out registration, date of registration, the location; the post address, kinds of carried out activity), candidate - joint-stock company also names for date of drawing up of the application quantity of shareholders, members of Board of directors, shareholders to whom belongs 5 and more percents in the authorized capital of the candidate, the size of the authorized capital, date of the state registration and state registration number of release of securities, the name of the recording body which has carried out the state registration of release of securities; a kind, a category(type) of securities; face-value of one securities; quantity of securities in release; the form of release of securities. The candidate puts the decision of controls on participation in Club to the application (for example, the report of Board of directors), notarially certified copies of the Charter, the contract about creation (decisions on creation), certificates on the state registration. The director within three days directs the notice to members of Council of Club, the chairman of the supervisory Council of Club, and also members of Club about the acted application on reception in members of Club, with the indication of the data contained in the application. Members of Club in writing are obliged to express the opinion on the given question and to direct to its director of Club not later than to ten-day term from the date of reception of the appropriate notice in writing. Council of Club after the acted opinions of members of Club, but not later than 45 days after a direction the director of Club of last notice to members of Club, in view of the acted opinions of members of Club makes a decision on reception or about refusal in reception in members of Club the majority of voices. For decision making Council of Club has the right to request from the candidate of granting of the documents connected to activity of the candidate on a securities market and in sphere of protection of rights and legitimate interests of investors on a securities market.

Council of Club after the acted opinions of members of Club, but not later than 45 days after a direction the director of Club of last notice to members of Club, in view of the acted opinions of members of Club makes a decision on reception or about refusal in reception in members of Club the majority of voices. For decision making Council of Club has the right to request from the candidate of granting of the documents connected to activity of the candidate on a securities market and in sphere of protection of rights and legitimate interests of investors on a securities market. The decision on reception in members of Club, and also acted opinions of members of Club are transferred in the supervisory Council of Club which within 5 days should ratify or reject the decision of Council of Club. In a case if the supervisory Council of Club will not ratify the decision of Council of Club on reception of the candidate in members of the Club, the given decision loses force. After the statement the supervisory Council of Club of the decision on reception the candidate within 7 days transfers Club an entrance fee, a membership dues and submits data, necessary for entering into the register of members of Club (item 5.2. The charter), and the person within 1 working day is brought in the register of members of Club.

5.3.3. The exit of a member from structure of Club is carried out by submission of the written application. The member of Club is considered left it from the moment of submission in Club of the application, for what the appropriate record in the register of members of Club is made, and also other members of Club and members of the supervisory Council of Club are notified.

5.3.4. The member of Club can be excluded from it under the decision of remaining members in the order stipulated by the present Charter, in cases: rough infringement of norms of the present Charter and norms of the legislation on securities and protection of rights and legitimate interests of investors on a securities market on presentation of Council of Club; After repeated infringement of norms of the Charter and norms of the legislation on securities and protection of rights and legitimate interests of investors on a securities market if to address of a member the remark after which has not expired was already born infringements about entering payments, after the prevention born to address of a member by Council of Club; fulfillment by a member of the acts which are included in the contradiction with ideas of Club, which answer to the purposes of Club’s activity, and also fulfillment of other acts, discredit Club or somebody from its members.

5.3.4.1. Removal of the remark or the prevention to a member of Club is carried out under the decision of Council of Club, made out in writing about what the information is brought in the register. The remark can be born to a member of Club under the offer of members of Club in quantity not less than 1/3 common structures, under the offer of the director of Club, the supervisory Council of Club.

5.3.4.2. The decision on exception is accepted by remaining members of Club the majority in three quarters of voices; in the register of members of Club the appropriate record is made, and the person is considered excluded of members of Club.

5.3.5. The property transferred to Club by a left or excluded member of Club, is considered the property of Club and to return at leaving is not subject, and cost of this property is not compensated. Introductory and other payments are not subject to return.

5.4. Members of Club have the right:

5.4.1. to participate in an administrative office of Club in the order, the stipulated Charter;

5.4.2. to enjoy the support, protection and the help of Club;

5.4.3. to participate in all projects and the programs sold by Club to initiate new projects and programs;

5.4.4. to receive the information on activity of Club on the location of an agency of Club. The appropriate application, with the indication of interesting information, should be sent in an agency of Club ten days prior to the desirable moment of reception of the information;

5.4.5. be a member of any other organization, which purpose not conflict to the purposes and ethics of Club;

5.4.6. at own discretion to leave Club;

5.4.7. to make offers in the agenda of general Meetings of members of Club;

5.4.8. to address in controls of Club on any questions connected to its activity;

5.4.9. to receive the information from the register of members of Club in the volume determined by Council of Club;

5.4.10. to receive in case of liquidation of Club a part of its property which has stayed after calculations with creditors, or cost of this property within the limits of cost of the property transferred by members of Club in its property;

5.4.11. Other rights stipulated by the legislation of the Russian Federation and the Charter of Club.

5.5. Be right members of Club can not are transferred to the third parties; in case of reorganization of a member of Club of its right and a duty pass to assignees who become members of Club only in the order stipulated by the present Charter at the introduction into Club, except for requirements about payment of an entrance fee if the quantity of assignees does not exceed quantity of the reorganized members.

5.6. Members of Club are obliged:

5.6.1. to observe positions of the present Charter to share the purposes, ideas and problems of activity of Club;

5.6.2. reputation and personal successes to promote growth of reputation of Club.

5.6.3. to take part in activity of Club;

5.6.4. duly to bring introductory, member (periodic) and target payments, the size and which order of entering are determined by Council of Club;

5.6.5. to give the information necessary for the decision of questions, connected with activity of Club;

5.6.6. To give Club the full and authentic data necessary for conducting of the register, the stipulated item.s 5.2 of the present Charter;

5.6.7. to give Club the information on change of the data which contain in the register of members of Club; in a case non-giving of the members of Club of the information on change of the data of the register or granting by them incomplete or an unreliable information about change of the specified data the Club does not carry the responsibility for the adverse consequences connected to it;

5.6.8. to perform other duties, according to the current legislation, the present Charter and decisions of competent controls of Club.

5.7. The club has the right under decision of Council of Club to request from a member of Club of granting of the documents connected to activity of a member of Club on a securities market and in sphere of protection of rights and legitimate interests of investors on a securities market.

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SECTION VI

ORDER of MANAGEMENT, CLUB’S ACTIVITY & BODIES of CLUB

6.1. General meeting of members of Club.

6.1.1. General meeting of members of Club is the supreme body of management of Club. The basic function of general Meeting of members of Club - maintenance of observance with Club of the purposes in which interests it is created.

6.1.2. The decision of the following questions concerns to the competence of general Meeting of members of Club:

6.1.2.1. change of the Charter of Club;

6.1.2.2. definition on presentation of Council of Club and (or) the supervisory Council of priority directions of activity of Club;

6.1.2.3. reorganization and liquidation of Club;

6.1.2.4. definitions of quantitative structure of Council of Club, election of its members and the pre-schedule termination of their powers;

6.1.2.5. Formation on presentation of Council of Club of an agency of management (the director of Club) and the pre-schedule termination on presentation of Council of Club of its powers;

6.1.2.6. definition on presentation of Council of Club of principles of formation and use of property;

6.1.2.7.elections of the members of the revision Committee of Club and the pre-schedule termination of their powers;

6.1.2.8. decision of other questions stipulated by the legislation and the present Charter.

6.1.3. The decision of the questions stipulated by item 6.1.2.1. - 6.1.2.3., 6.1.2.5,

6.1.2.6 present Charters, concerns to the exclusive competence of general Meeting of members.

6.1.4. General meeting of members of Club is competent, if at the specified assembly is present more than half of its members. The notice on day of realization of general Meeting of members goes to members of Club the certified mail not less than 30 days prior to its realization. At date of realization of general Meeting of members of Club the Club should have the documents confirming a direction to all members of Club of the notice on day of realization of general Meeting. The statement of the agenda of general Meeting of members of Club is carried out by Council of Club.

6.1.5. Decisions of general Meeting of members of Club are accepted by the simple majority of voices of the members present at assembly (except for the cases stipulated by the law or the present Charter), by open or ballot (the form of voting is determined by Council of Club at convocation of general Meeting of members).

6.1.6. The decision of general Meeting of members of Club on transformation of Club is accepted unanimously, decisions on the questions stipulated by items 6.1.2.1, 6.1.2.3. (except for the decision on transformation of Club) the present Charter, decisions on the questions stipulated by items 6.1.2.2., 6.1.2.5., 6.1.2.6 are accepted by the qualified majority in 3/4 voices. The charter is accepted by the qualified majority in 2/3 voices.

6.1.7. Representation of interests of a member of Club on General meeting of members of Club can be carried out by a privately-owned agency of a member of Club or its representative on the basis of the power of attorney given when due hereunder.

6.1.8. On General meeting of members of Club each member of Club has one voice.

6.1.9. The next General meeting of members of Club is convoked by Council of Club not less often than 1 time per one year, not earlier than in two months and not later than in six months after the termination of fiscal year (fiscal year coincides with one calendar year). The general meetings of members spent besides next, are extraordinary.

6.1.10. Extraordinary General meetings members of Club are convoked by Council of Club under its own initiative, on demand of the chairman of the supervisory Council, on demand of the revision Committee, members of Club in quantity not less than one third of common structure, and also the director of Club.

6.1.11. The order of convocation and activity of general Meeting of members of Club are determined by the present Charter, Position about General meeting of members of the Club, confirmed General meeting of members of Club.

6.1.12. The chairman of Council of Club supervises over general Meeting of members of Club, reports of general Meeting are conducted by the secretary elected by the simple majority of voices.

6.2. The order of modification in the Charter of Club.

6.2.1. Changes are brought in the Charter of Club under the decision of general Meeting of members of the Club accepted by the qualified majority in 3/4 voices. The decision on modification in the Charter is accepted by general Meeting of members of Club only under the offer of Council of Club, the chairman of the supervisory Council of Club or under the offer of 1/3 members of Club from the common structure. The accepted changes in the Charter are subject to the state registration when due hereunder.

6.3. COUNCIL of CLUB.

6.3.1. Council of Club is the permanent joint controls of Club which are carrying out the general management by activity of Club. Council of Club is selected General meeting of members of Club, at elections of Council by general Meeting of members the quantitative structure of Council of Club which than three can not be less is determined.

6.3.2. Members of Council of Club are selected by simple majority of voices on General meeting of members of Club for the period of one year and can be re-elected unlimited number of times.

6.3.3. Into the competence of Council of Club enters: acceptance in members of Club in the order, the stipulated present Charter; convocation of the next and extraordinary General meetings of members of Club; control of performance of decisions of general Meeting of members of Club; preparation of questions for discussion on General meeting of members of Club; definition of the size and about entering a regular and introductory membership dues; The statement of the annual report and annual accounting balance of Club; an estimation of conformity of activity of Club to its basic purposes; the statement of the financial plan of Club and entering into it of changes; creation of branches and opening of representations; acceptance of decisions on participation in other organizations; other questions stipulated by the legislation and the present Charter.

6.3.4. The chairman of Council of Club who is selected members of Council of Club from their number the majority of voices from the common number of members of Council of Club supervises over work of Council of Club. Council of Club at any time has the right to re-elect the chairman as the majority of voices from the common number of members of Council of Club. The chairman of Council of Club organizes its work, convokes sessions of Council of Club and presides over them, organizes conducting the report at sessions, presides over General meeting of members of Club. In case of absence of the chairman of Council of Club of its function carries out one of members of Council of Club under the decision of Council of Club.

6.3.5. Sessions of Council of Club will be carried out as required, but not less often than an once per one quarter. Sessions are considered competent at participation in them more than half from the common number of members of Council of Club. The director of Club personally informs members of Council of Club on date of session of Council of Club and the agenda not less, than for 7 days. Decisions are accepted by voting by show of hands by the simple majority of voices of members of Council of Club, participating in session, except for the cases stipulated by item .7.11, 7.12 present Charters. Sessions of Council of Club can be carried out in the internal or in absentia form (by results of realization in the in absentia form the report also is made out). The director of Club has the right to participate in work of Council of Club with the right of a deliberative vote. The director of Club has the right to offer Council of Club the decision of any questions which are included in the competence of Council of Club. Participation in activity of Council of Club has gratuitous character.

6.3.6. Reports of sessions of Council of Club are conducted by the secretary elected by the simple majority of voices of members of Council of Club. If necessary any of members of Council of Club can carry out functions of the secretary.

6.4. THE DIRECTOR of CLUB.

6.4.1. The director of Club carries out a management of the current activity of Club and operates within the limits of the powers given to it. The director of Club is accountable to general Meeting of members of Club. In the activity the director of Club is guided by the purposes and the problems of Club determined by the present Charter, and provides activity of Club on achievement of the purposes and performance of problems of the Club determined by the present Charter.

6.4.2. Rights and duties of the director of Club on realization of a management by the current activity of Club are determined by the present Charter and the contract concluded with Club. The contract on behalf of Club subscribes the chairman of Council of Club or determined Council of Club a member of Council of Club.

6.4.3. The director of Club is appointed by General meeting of members of Club for the period of two years. After expiry of the term of powers the director of Club continues to execute the duties down to election of the new director.

6.4.4. The director of Club is accountable to general Meeting of members and organizes performance of its decisions. The director of club at realization of the rights and execution of duties should operate in interests of Club to carry out the rights and to act concerning Club honesty and reasonably. The director of Club bears the responsibility before Club for results and legality of activity.

6.4.5. The director of Club without the power of attorney operates on behalf of Club, including represents its interests, makes bargains on behalf of Club, gives out the power of attorney, opens settlement and other accounts in banks, asserts staffs, issues orders and instructs, obligatory for execution by all workers of Club.

6.4.6. Into the competence of the director of Club enters: the organization of performance of decisions of general Meeting of members of Club and Council of Club; representation to Council of Club of the annual report on receipt and an expenditure of means; organizational maintenance of preparation and realization of the next and extraordinary General meetings of members of Club, sessions of Council of Club; the statement of structure of management of the current activity of Club, the list of staff and official duties; conducting the Register of members of Club; other questions which are not concerning the exclusive competence of general Meeting of members of Club, Council of Club.

6.4.7. The director of Club bears the personal responsibility for work on booking militaries, carries out the organization of the obligatory account of the militaries constantly working in Club, and booking of militaries for granting a delay from an appeal on military service.

6.5. The supervisory council of Club.

6.5.1. With a view of maintenance of performance of strategic problems of Club, the control of its activity, participation in formation and coordination of the basic directions of its activity, definition of priority problems and principles of construction of mutual relation with bodies of the government and management in Club the supervisory Council of Club is created.

6.5.2. The supervisory Council of Club on public principles includes the persons occupying posts in bodies of the government of the Russian Federation, subjects of the Russian Federation, in institutions of local government, employees of the state and municipal establishments, which activity is connected with activity of Club, in particular: representatives of regional branches of federal enforcement authority on a securities market, the Ministries of Justice, the governments of subjects of the Russian Federation, Fund of property of the Russian Federation, institutions of local government, and also experts from among conducting Russian and foreign experts in the field of a securities market. Participation in activity of the supervisory Council of Club has gratuitous character.

6.5.3. Representatives of state bodies and institutions of local government at participation in work of the supervisory Council of Club will pursue a policy, directed on achievement of the purposes of creation of the appropriate state bodies and institutions of local government and the purposes of creation of Club.

6.5.4. The supervisory council of Club carries out activity on the basis of the present Charter.

The supervisory council of Club is headed by the chairman. The chairman of the supervisory Council of Club is on a post the head of Regional branch FKTSB of the Russian Federation in Federal district of Ural. The chairman of the supervisory Council of Club is on a post the head of Regional branch FKTSB of the Russian Federation in Federal district of Ural. The chairman of the supervisory Council of Club can initiate consideration of any questions by Council of Club, General meeting of members of Club concerning their competence.

6.5.5. The supervisory council of Club is formed as follows: the chairman of the supervisory Council offers the persons specified in item. 6.5.2 of the present Charter to take part in activity of the supervisory Council of Club, in case of reception of their written approval the chairman of the supervisory Council notifies Club on entry of a new member in structure of the supervisory Council of Club. The member of the supervisory Council of Club at any time has the right to leave from structure of the supervisory Council, in writing having notified about it of the chairman of the supervisory Council of Club and Club. The quantitative structure of the supervisory Council of Club is determined by the chairman of the supervisory Council and 11 person can not exceed. The member of the supervisory Council of Club carries out the powers up to an exit from members, exception of members (the decision on exception is accepted by other members of the supervisory Council the majority in 2/3 voices), dismissal from a post which replacement has formed the basis for inclusion in the supervisory Council of Club (however under the decision of the supervisory Council the majority in 2/3 voices the person can be left by a member of the supervisory Council).

6.5.6. The member of the supervisory Council of Club simultaneously can not be part of Council of Club or be its director.

6.5.7. The supervisory council of Club (and it is equal its chairman and other members) has no right to dispose the property of Club and to participate in financial-economic activities of Club.

6.5.8. Questions concern to the competence of the supervisory Council of Club: definitions of the general politics of activity of Club; the control of activity of Club; realization of interaction of Club with the state authorities and management, professional participants of a securities market, emitters; other questions stipulated by the legislation and the present Charter.

6.5.9. The supervisory council of Club will carry out the sessions as required. Sessions of the supervisory Council can be carried out in the internal or in absentia form. At sessions of the supervisory Council there can be invited advisers, experts, and also representatives state and public organizations, bodies of the government and local self-management.

6.5.10. The chairman of the supervisory Council has the right to request any information concerning realization by Club of activity, of the director of Club, Council of Club, the revision Committee of Club.

6.6. A REVISION COMMITTEE of CLUB.

6.6.1. The revision committee of Club carries out the control of financial activity of Club, and also for financial and economic activities of controls of Club; carries out audit of an expenditure of money resources and material assets; checks terms and correctness of passage has put, work with offers and applications in an agency, carries out the control of preparation of reports on execution of the estimate of incomes and charges.

6.6.2. The revision committee of Club is selected General meeting of members of Club for the period of 1 ( one) year in quantity not less than three person. Sessions of the revision Committee of Club will be carried out as required, but not less often than an once per one year.

6.6.3. The management of the revision Committee of Club is carried out by its chairman elected at session of the revision Committee for the period of one year. 6.6.4. Audit of financial-economic activities of Club will be carried out not less often than an once per one year.

6.6.5. Members of the revision Committee of Club can participate in sessions of Council of Club with the right of a deliberative vote. Members of the revision Committee can not be part of other bodies of Club.

6.6.6. In case of need more detailed regulation of activity of the revision Committee General meeting of members of Club under the offer of Council of Club asserts Regulations about the revision Committee.

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SECTION VII

SOURCES of FORMATION of PROPERTY of CLUB

7.1. Sources of formation of property of Club in monetary and other forms are: regular and lump sum receipts from members of Club (introductory, member, target payments); voluntary property payments and donations, both from members of Club, and from the third parties; incomes of own economic activities, including, proceeds from realization of the goods, works, services;

Dividends (incomes, interests), received under shares, bonds, other securities and contributions; the incomes received from the property of Club; other receipts not forbidden by the law.

7.2. Incomes of activity of Club can not be redistributed between members of Club and are used only and extremely in the authorized purposes of Club.

7.3. The club independently disposes the means. Means of Club can be used extremely on achievement of its purposes, including on purchase of necessary property, a payment of workers, creation or participation in economic societies etc.

7.4. The control of use of property of Club is carried out in the order established by the present Charter.

7.5. Property of Club is also the property of its representations and branches.

7.6. The club is the proprietor of the property transferred to it by its members, including payments, including introductory, member, target, and also the property acquired by Club on other bases. Members have no the detached rights to property of Club, including generated due to their payments, and can not apply for allocation of a share of property of Club by it.

7.7. The members which have created Club, pay entrance fees not later than 20 days from the date of the state registration of Club. Other members pay an entrance fee to the order stipulated by the present Charter.

7.8. Each member of Club is obliged to bring a quarter membership dues at a rate of, determined by Council of Club. The size of a membership dues is established identical to all members of Club.

The initial regular membership due is paid simultaneously with an entrance fee. The second and the subsequent membership dues are paid by each member within the first calendar month of the next quarter.

7.9. A payment of a member (member, target) money, securities, other things or property rights, or other rights having a monetary estimation can be introductory. Cost of brought property is estimated as agreed between a member and Council of Club in roubles and in the cases stipulated by the law, or disagreements, is subject to an independent expert estimation. Payments are carried out in the monetary form if Council does not stipulate other.

7.10. Council of Club has the right for realization of programs and the projects directed on achievement of the authorized purposes of Club to determine necessity of entering by members of Club of the target payments intended for financing of concrete actions, projects and programs.

7.11. The sizes of payments (introductory, member, target), and also the changes connected to term and forms of their entering, are established by the decision of Council of the Club, accepted unanimously.

7.12. Members of Club pay for delay of entering of payments to Club the penalty at a rate of 0,1 % Per every day of delay from the sum not brought in time. In case of financial difficulties Council of Club (under the decision accepted unanimously) have the right under the appropriate application of a member of Club with granting confirming documents to defer (installment plan) on payment of payments. In case of granting a delay (installment plan) penal sanctions are not applied.

7.13. If other is not established by Council of Club, an introductory and quarterly membership dues are used on the maintenance of the device of management, consulting service and maintenance of the activity stipulated by the present Charter.

7.14. If the decision of general Meeting of members of Club or Council of Club will not establish other, the agency independently uses means of Club according to the legislation and the present Charter for maintenance of activity of Club.

7.15. The club has the right to involve in the order established by the legislation of the Russian Federation, additional financial, including currency resources, donations and target payments of legal and physical persons (including not being with members of Club), including foreign.

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SECTION VIII

ORDER of REORGANIZATION & LIQUIDATION of CLUB

8.1. Reorganization of Club is carried out in the order and on the conditions, stipulated by the current legislation of the Russian Federation. Reorganization can be carried out in the form of merge, connection, division, allocation and transformation. Reorganization of Club is made under the decision of general Meeting of members of Club.

8.2. Liquidation of Club is made in the order and on the conditions, stipulated by the current legislation of the Russian Federation.

8.3. Members of Club or the body which has accepted the decision on liquidation of Club, appoint as agreed with the body which is carrying out the state registration of legal persons, the liquidating commission and is established with the order and terms of liquidation of Club. From the moment of assignment of the liquidating commission to it pass powers on an administrative office of Club.

8.4. The liquidating commission places in press organs in which the data on the state registration of legal persons are published, the publication about liquidation of Club, the order and term of the application of requirements its creditors. Upon termination of term for presentation of requirements by creditors the liquidating commission makes intermediate liquidating balance. The intermediate liquidating balance affirms members of Club or the body which has accepted the decision on its liquidation, as agreed with the body which is carrying out the state registration of legal persons. After end of calculations with creditors the liquidating commission makes liquidating balance which affirms members of club or the body, accepted the decision on liquidation, as agreed with the body which is carrying out the state registration of legal persons.

8.5. At liquidation of Club stayed after satisfaction of requirements of creditors the property is subject to distribution between members of Club according to their property payment which size does not exceed the size of their property payments. The property, which cost exceeds the size of property payments of its members, goes according to the Charter of Club on the purpose in which interests it is created. In case if the use of property of Club according to its constituent documents is not obviously possible, it addresses in the income of the state.

8.6. By reorganization all documents (administrative, financial-economic, on staff etc.) are transferred according to the established rules to its assignee. At liquidation documents of the constant storage having scientific - historical value, are transferred to the state storage in archives, documents on staff (orders, private affairs, cards of the account, personal accounts etc.) are transferred to storage in archive of administrative district in which territory there is a Club.

Transfer and ordering of documents is carried out by forces and due to means of Club, according to requirements of archival bodies

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