by the General meeting of members
of the Association RATEK,
Protocol No. 1 of 25 January 2001
Version 3 approved
by the General meeting of members
of the Association RATEK,
Protocol No. 003/11 of 21 April 2011
of the Association of Trading Companies and Manufacturers
of Electrical Household and Computer Equipment
Article 1. General provisions
The Association of trading companies and manufacturers of electrical household and computer equipment RATEK (hereinafter “the Association”) is a nonprofit organization established by legal persons with the purpose of coordination of their business activity, as well as for the representation and protection of common property interests in order to assist the members in achievement of goals provided for in this Statute.
The Association does not aim at extraction of profit as a main goal of its activity, and does not distribute obtained profits among the members. The Association is acting in accordance with the Constitution of the Russian Federation, the Civil code of the Russian Federation, the Federal law “On nonprofit organizations”, and present Statute.
Full name of the Association in Russian: “Association of trading companies and manufacturers of electrical household and computer equipment RATEK”.
Short name of the Association in Russian: “Association RATEK”.
Address of the Association: Russia, 121087, Moscow, Bagrationovsky proezd, 7, building 20B.
The Association will have the legal person rights from the moment of its State registration.
The Association possesses a separate property, and has independent balance and right to establish accounts (including ones in foreign currencies) in banks and other lending agencies. The Association has a round seal with its full name in Russian, a stamp, official letterhead and duly registered emblem.
In order to attain its intended goals, the Association has right to conclude agreements on its behalf, and to acquire proprietary or other rights, to have responsibilities, to be a claimant or respondent in court, arbitral court and arbitration tribunal.
The Association may perform business activity only so far as it serves the attainment of its intended goals, and accords with those goals.
The Association has the right to establish affiliated branches in the territory of the Russian Federation, to open representation agencies, to enter in associations and unions.
Structural divisions may be established within the Association for major directions of activities.
The affiliated branches and representation agencies of the Association will not be legal persons. They are provided with a property by the Association and have separate balances which are parts of the consolidated balance of the Association.
Each branch (agency) of the Association will act on the basis of statutes of that branch/agency approved by General meeting of members of the Association, and under the legislation of the Russian Federation.
The Association’s liability for commitments will be limited to its property that can be subject to exaction according to the legislation of the Russian Federation. Any property given to the Association by its members will become a property of the Association. Members of the Association will not retain the proprietary rights for a property they transferred to the Association.
Only a legal person may be a member of the Association. The members of the Association are its founders, and also legal persons joined the Association after the State registration. The members of the Association will retain their independence and rights of the legal person. Only commercial organizations may be members of the Association. The members of the Association will incur subsidiary liability for its commitments to the extent and in the order provided for in the foundation agreement.
Article 2. Goals and object of the Association activity
1. The Association is established with the purpose of:
- representation and protection of common property interest of the members;
- making favorable conditions for business activity of the members;
- development of civilized market of electrical household and computer equipment in the Russian Federation;
- satisfaction of consumers’ needs in high-quality and safe electronic products.
2. The object of the Association activity is the totality of activities by which the goals listed in item 1 of this Article can be achieved, in particular:
- representation of interest of the members in federal, regional and local administrations;
- participation in the development of federal, regional and local normative legal documents and target programs which affect interest of both members of the Association and the whole industry;
- assistance to the members in establishing the relationship with appropriate State authorities and involved organizations whose decisions affect the members’ activity and the whole industry;
- coordination of the information, consulting, legal and methodical assistance to the members;
- development and funding of appropriate projects and programs;
- organization and holding of conferences, workshops, meetings, etc. events;
- organization of measures for the development of skills and training of industry workers;
- international cooperation with both commercial and nonprofit organizations, development of business connections therewith;
- statistical and analytical information processing, conducting of marketing and other research;
- development of databases and other information systems;
- cooperation with other nonprofit organizations including a membership therein;
- active cooperation with mass media;
- publication of mass media for the industry, including online publications.
Article 3. Rights and obligations of the Association’s members
1. Members of the Associations have right to:
- use the Association services free of charge;
- participate in managing of the Association;
- be informed about the Association activities, plans and programs;
- be informed about expenditures of the Association funds;
- use for free the registered mark of the Association in their published information or advertising materials;
- request the information from the Association management about the fulfillment status for decisions of the General meeting of members, and for their suggestions;
- make proposals to include in the agenda of the General meeting of members;
- address to governing bodies of the Association with any questions related to its activity;
- obtain from the Association a consulting, methodical, legal and other assistance;
- exercise the priority right of using the information database of the Association, its products and services, and the priority right to participate in the events being conducted by the Association;
- transfer a property to the Association;
- in case of liquidation of the Association, get part of its property in accordance with this Statute.
2. Members of the Associations are obliged to:
- comply with provisions of the constituent documents and internal documents of the Association;
- pay all established obligatory contributions on timely basis;
- participate in the Association activities;
- provide necessary information for resolving of issues concerned with the Association activity;
- be liable for their commitments in accordance with the legislation of the Russian Federation.
3. The damage caused by a member of the Association shall be fully repaired by that member if decided by the General meeting of members. Due amount shall be paid in to the settlement account within 10 days after the decision is made.
4. A member of the Association, which regularly fails to fulfill its obligations or improperly fulfills them, or violates its commitments to the Association, or by actions or inaction impedes normal work of the Association, can be expelled from it by the decision of remaining members.
Article 4. Provisions and procedure of admission to and withdrawal from membership in the Association
1. The Association is open for admission to membership.
2. Any commercial organization can be a member of the Association, if such organization has accepted this Statute and is capable to contribute to the achievement of goals and solution of tasks the Association is facing with.
3. A new member admission will be made with the consent of majority of the Association members on the proposal of the Commission for membership (hereinafter “the Commission”), on the basis of candidate’s application to the President of the Association.
4. The Commission is formed by the Association Council and consists of the President of the Association and two representatives from members of the Association Council, of which one will be elected a chairperson.
The Commission will be formed annually at the first meeting of a new-elected Association Council.
When at least one member of the Commission is withdrawn, the Association Council will approve a new composition of the Commission.
5. The candidate that is applying for membership in the Association will present the complete document file to the President of the Association in person, or through the authorized representative, or by registered mail with return receipt.
The documents shall be authenticated by the organization’s executive and include the following:
- the application with request for admission to membership of the Association;
- the candidate’s resume with detailed information about its history, kinds of activity, plans and prospects of development;
- the decision of governing body of the candidate on admission to membership of the Association;
- a copy of the certificate of State registration of legal person;
- copies of statutory documents of the candidate including supplements and amendments in effect on the application date;
- a copy of evidence of the candidate’s registration for tax payment.
All provided documents will be drawn up on the candidate’s letterhead paper, attached with a seal and signed by the executive.
6. The President of the Association, within five business days from the date of application receiving, will examine a completeness of the documents provided. Then the President submits the application and document file to the Commission members for endorsement.
Members of the Commission within five business days will make motivated decision on either possible or impossible membership of the candidate in the Association.
Final decision on the candidate’s membership in the Association will be made by a simple majority of the Association members’ votes cast personally or through electronic communications. The voting will be arranged by the President of the Association within 14 business days of the date of the Commission decision.
The decision of the Association members about admission of a new member will be formalized by a protocol.
7. The President of the Association will notify the candidate within 5 business days about the decision of the Association’s members, and will send an invoice for the obligatory contribution payment. Current amount of the contribution will be calculated according to remaining months of the calendar year.
8. After the obligatory contribution has been received in the Association’s settlement account, the President of the Association publishes the information about new-admitted member on the Association’s web site, draws up within five business days the Certificate of membership, and sends it to the new member of the Association.
9. Rights of a member of the Association cannot be conveyed to a third party.
10. A member withdrawal from the Association will be made on a written request. Within three months after receiving of such request, the Association shall:
- determine return date of a property given by that member for temporary use in the Association;
- determine return date and size of a property purchased by that member for account of the Association or obtained for use from the Association;
- make finance and credit settle up with a member being withdrawn, under any agreements it concluded with the Association;
- determine the procedure to be followed by that member to meet his previously assumed commitments to the Association and to other members.
After the above issues have been solved, the next General meeting of the Association members will approve the decision on the member withdrawal.
The admission and regular fees paid shall not be refunded. The purpose contribution will be refunded in a part not expended on the target program.
A member of the Association has the right of withdrawal at the end of financial year.
During two years after withdrawal, the member will be subsidiary liable for the Association’s commitments in proportion to the member’s contribution.
Article 5. Direction of the Association
The Association is governed by the General meeting of members, by the Association Council, by the President of the Association.
Article 6. Governing bodies of the Association
1. General meeting of the Association members.
1.1. The General meeting of members (or their representatives) is the superior governing body of the Association. Each member of the Association will be assigned a quota of one voting representative.
1.2. The following subjects are included in the exclusive jurisdiction of the General meeting:
a) amending and supplementing of the Association Statute;
b) determining priority directions of the Association activity;
c) establishing principles of the formation and use of the Association property;
d) approving of annual activity report of the Association;
e) approving of the Auditing commission report;
f) electing of the President of the Association and early termination of his/her authority;
g) electing of the Association Council and early termination of its authority;
h) electing of the Auditing commission and early termination of its authority;
i) establishing of affiliated branches and representation agencies of the Association;
j) determining a voting ratio for the General meeting and the Association Council meetings: either one vote per member or a number of votes proportional to the member’s part in the funding of budget expenditure of the Association;
k) deciding on reorganization or liquidation of the Association, approving of liquidation balance sheets.
1.3. The General meeting of members will be competent if more than half of the Association members attend.
Decisions of the General meeting will be adopted by simple majority of attending members.
Decisions of the General meeting on the subjects laid down in items a), b), c), e), f), j), k) of paragraph 1.2 of this Article will be adopted by qualified majority – at least 2/3 of votes of the attending members.
1.4. Regular General meeting of members will be called at least annually and not later than 3 months after the end of financial year, which is set from January 1 to December 31.
The General meetings held prior to this period are the extraordinary ones.
1.5. The President of the Association shall inform all members about a date and place of the General meeting of members, as well as about proposed agenda, at least 14 days before the meeting date.
1.6. Extraordinary General meetings of the Association members will be called as appropriate on the President’s initiative or the initiative of at least 20% of members of the Association within one month after the date when the President of the Association has been notified. The notification date will be a day of receiving of the written request for extraordinary General meeting by the President of the Association.
The extraordinary General meeting of members can also be initiated by the Auditing commission if it reveals an abuse or a threat to essential interest of the Association members.
2. The Association Council.
2.1. The Association Council is a collective continuing body which exercises general activity management of the Association between times of the General meetings of members.
The President of the Association is a chair of the Association Council.
2.2. The Association Council will be elected at the General meeting of members for the period of one year and will consist of representatives of the members (no more than one representative per member).
2.3. The size of the Association Council will be determined by the General meeting of members, but shall be at least 7 persons.
2.4. The competence of the Association Council will include deciding on the following issues:
a) approving and amending of financial plan of the Association;
b) approving of the size of contributions to the Association;
c) approving of annual balance sheet (tax statement) of the Association;
d) adopting of internal normative documents (regulations, provisions, etc.);
e) forming of subject-matter commissions, committees and sections for the activity directions of the Association;
f) following up decisions of the General meeting of members;
g) forming of the Commission for the Association membership;
h) making a decision on the Association’s participation in other nonprofit organizations and economical societies;
i) other issues not included in the exclusive jurisdiction of other governing bodies of the Association.
2.5. Meetings of the Association Council will take place as necessary, but at least quarterly.
2.6. The Association Council will be competent if more than half of the Council members attend.
The decisions of the Association Council will be adopted by majority of votes of the attending members.
2.7. To solve specific tasks and issues in certain activity directions of the Association in accordance with its purpose, the Council can establish the subject commissions, committees and sections from the Association members.
The competence and decision procedure of such commission, committee and section will be determined by the Association Council.
Regulations and rules of existing commissions, committees and sections will be adopted by the Association Council.
3. The President of the Association.
3.1. The President of the Association is a sole executive body of the Association.
3.2. The President of the Association will be elected by the General meeting of members for the period of 3 years.
3.3. The President of the Association will exercise the general management and operation of activity of the Association. The President organizes the execution of decisions of the General meeting of members and is accountable to it.
The President of the Association is liable to the Association for the results and the legality of his/her activity.
3.4. The President of the Association will act on behalf of the Association without of a power of attorney and on the basis of the Association Statute, and will represent interests of the Association in relationships with natural and legal persons. Within the limits of granted authorities, the President disposes of a property and fund of the Association, opens the settlement and other accounts in banks and credit institutions, concludes the agreements including labor contracts, issues the power of attorney documents, orders and commands, and gives mandatory instructions, within his/her competence, to all members of the Association.
3.5. The competence of the President of the Association will include:
a) organizing of activity of the Association’s governing bodies, commissions, committees and sections;
b) drawing up and presenting to the Association Council of the draft financial plan and amendments thereof;
c) logistic supporting of the Association activities within the limits of own funds of the Association;
d) attracting of additional financial and material sources for the activity conduct under this Statute;
e) presenting the annual activity report to the General meeting of members of the Association;
f) arranging of regular and extraordinary General meetings of members and meetings of the Association Council;
g) approving of the form and composition of the structure divisions, the staff list and job functions of the Association employees;
h) deciding on personnel and other issues not included in the exclusive jurisdiction of the General meeting of members and the Association Council.
3.6. The President by-the-post will be the voting Chair of the Association Council.
Article 7. Financial and economical activities of the Association
1. The financial and economical activities of the Association will be made on the basis of Principles of formation and use of the Association property, which are determined by the General meeting of members.
2. The sources of formation of the Association property are:
- obligatory and voluntary contributions of the Association members;
- voluntary donations;
- revenues from sale of products and services provided by the Association in accordance with this Statute;
- dividends (gains, interest) obtained from shares, bonds, other equities, and deposits;
- income from the Association property;
- other earnings unrepugnant with the legislation of the Russian Federation.
3. Size and payment order of membership fee.
3.1. The size of obligatory contributions (admission fee and annual contribution) will be determined by the Association Council at approval of the financial plan of the Association for upcoming year, but not later than two months before the beginning of the year.
The size of obligatory contributions will depend on predictable total expenditure in the Association’s budget for upcoming year. The expenditure will be covered by the members equally or in a proportion set by the Association Council.
3.2. The obligatory admission fee shall be paid by the new member at a time of admitting.
3.3. The obligatory member’s contribution shall be fully paid by each member of the Association once a year, but not later than one month before the beginning of the year.
The contribution can be paid as money transfer to the settlement account of the Association, or in the form of equities, other interest and non-interest rights, or other rights having a pecuniary valuation. The cost of contributed property in rubles will be agreed between the member of the Association and the General meeting of members. Members of the Association will loose the right of disposal of a property they transfer as the contribution.
Article 8. Audit of the Association activity
1. The audit of activity of the President and the Association Council will be carried out by the Auditing commission which consists of 3 persons elected by the General meeting of members for the period of one year.
2. The Auditing commission will conduct at least one audit per year, and will give opinion about annual report of the President of the Association.
The audit results will be annually reported by the Auditing commission to the General meeting of members.
3. Without the opinion of the Auditing commission, the Association Council may not approve the annual balance sheet (tax statement).
4. The Auditing commission has the right to require from executives of the Association all necessary documents and personal explanations on the subject of financial activities of the Association.
5. On request of at least 20% of members of the Association, a special audit can be carried out.
6. If the Auditing commission reveals an abuse or a threat to essential interest of the Association members, it can require to call the extraordinary General meeting of members.
Article 9. Procedure of reorganization and liquidation of the Association
1. The reorganization of the Association will be performed in accordance with the legislation of the Russian Federation. The reorganization can be accomplished in the form of consolidation, take-over, separation and transformation. The Association can be converted into a foundation, autonomous nonprofit organization, business company, or noncommercial partnership. The decision about the transformation of the Association should be made by a solid vote of all participants of the General meeting of the Association members.
2. The liquidation of the Association will be performed by a decision of the General meeting of members, or by a decision of judicial body or other appropriately authorized body.
3. The General meeting of members of the Association or the body who has decided about the liquidation, will appoint the liquidating commission (liquidator) and establish the order and term of liquidation.
4. Once the liquidating commission is appointed, it is handed over authorities of the Association management.
5. The liquidating commission will advertise in the media, which publish the data of the State registration of legal persons, an information about the liquidation of the Association, the term and order of claiming a demand by its creditors. The term shall be at least two months from the date of publication.
6. The liquidating commission will take measures to identify creditors and to obtain accounts receivable, and will notify creditors about the liquidation of the Association in written form.
7. At the end of the term of creditor’s claim, the liquidating commission will draw up an interim balance of liquidation, which contains the list of property of the Association, the list of claims by creditors, and information about examination of those claims.
The interim balance of liquidation will be approved by the General meeting of the Association members or by the body that has decided about liquidation of the Association.
8. If present fund of the Association being liquidated is not enough to satisfy the creditors’ claims, the liquidating commission will put the Association property for sale as it is established for adjudication enforcement.
9. The liquidating commission will pay money to creditors of the Association in the order established by the Civil code of the Russian Federation in accordance with the interim balance of liquidation starting from the date of its approval, with the exception of third- and fourth-priority creditors who will be paid starting from a month later.
10. On completion of payment to creditors, the liquidating commission will draw up the balance of liquidation to be approved by the General meeting of the Association members or by the body that has decided about liquidation of the Association.
11. After the creditors’ claims are satisfied, remaining property will be transferred as per founding documents, for the goals of the Association foundation or for charitable purpose, unless otherwise is set by other legal normative documents. If it is impossible to use the Association property in accordance with founding documents, such property will turn into the State profit.
12. Liquidation of the Association will be finished and the Association will be discontinued, when the record thereof is inserted in the Stare registry of legal persons.
13. When discontinuing the Association activity, all its documents (administrative, financial, business, human resources, etc.) will be passed to a legal successor in accordance with established rules.
If no legal successor exists, persistent storage documents having a historical significance will be passed for the State retention in archives, while human resource related documents (orders, personal files, registration cards, personal accounts, etc.) will be passed for retention in the archive operating in the territory where the Association resides.
The transfer and arrangement of documents according to the requirements of archival bodies will be carried out by the Association and for its account.
Article 10. Final provisions
1. Any amendments and supplements to the present Statute will be made by decision of the General meeting of members of the Association in accordance with the procedure provided for in this Statute. Such changes will come into force after the State registration in accordance with established legal procedure.
2. Any relations not regulated by this Statute should be regulated by the current legislation of the Russian Federation.
of the Association of trading companies
and manufacturers of electrical household
and computer equipment RATEK