ARTICLES OF ASSOCIATION

INTERREGIONAL PUBLIC ORGANIZATION
OF TRAINERS AND CONSULTANTS

INERTRAINING

1. GENERAL

1.1. Interregional public organization of trainers and consultants InterTraining (hereafter to be referred to as Organization) is an interregional public organization.

The full name of the Organization is Interregional public organization of trainers and consultants InterTraining

The short name of the Organization is InterTraining

The name of the Organization in English is InterTraining Public Association

1.2. The Organization is a non-profit, public, membership-based organization that does not have profit-making as its main goal and does not distribute whatever profit made among its founders or members.

1.3. In implementing the goals stated by present Articles of Association, the Organization acts on the basis of the Constitution of the Russian Federation, Federal Law on Public Associations, Civil Code of the Russian Federation, other legal acts and laws of the Russian Federation, present Articles of Association and is guided by universally accepted international principles, norms and standards.

1.4. The activities of the Organization are based on the principles of voluntarianism, equality, self-governance and legality.

1.5. After state registration the Organization becomes a legal entity, enjoys the rights and carries out the duties of a legal entity, possesses property on the basis of ownership right, uses and disposes of its property, acquires proprietary and personal non-proprietary rights; acts as a plaintiff and defendant in court of arbitration .

Organization has a balance sheet of its own, opens its ruble and currency clearing accounts with banks, has a round seal, stamps and letterheads bearing its name.

1.6. The Organization has the right to have legally registered symbols including emblems, flags, banners and pins.

1.7. The Organization performs its activities under present Articles of Association in the territory of the Russian Federation and abroad.

1.8. The founders and members of the Organization shall not be responsible for the liabilities of the Organization, and the Organization shall bear no responsibility for liabilities of its founders or members.

1.9. The location of the governing body of the Organization is the city of Moscow.

1.10. The Organization has the following structural affiliates: Moscow branch and Novosibirsk branch.

2. GOALS AND TASKS OF THE ORGANIZATION

 2.1. The goals of the Organization are:

• To create favorable conditions for the training activity, professional growth, information exchange and mutual support of members of the organization. 
• To support the establishment and development of the civil society by providing training services to organizations and individuals. 
• To contribute to the recognition of the training profession and services in the society. 

2.2. To achieve the above goals the Organization

• Supports professional growth of its members; 
• Provides information exchange within the Organization and outside of it; 
• Defends the labor rights and professional interests of its members; 
• Develops and produces methodological and educational materials; 
• Provides training and other services;
• Markets training services; 
• Takes steps towards integration into global trainers community.

2.3. The Organization performs the following activities:

• Creation and maintenance of the archive, data base and library; 
• Assistance in finding jobs; 
• Internal reviewing, certification of programs and methodological and educational materials; 
• Publishing; 
• Providing educational services; 
• Maintaining direct contacts with foreign and international organizations; 
• Telecommunication, including creation and maintenance of Internet web-pages, teleconferences, television and radio programs; 
• Performing information exchange; 
• Performing research; 
• Developing methodological and educational materials, including computer games and software; 
• Providing consultations, seminars, conferences, symposia, trainings, presentations, contests, internships in Russia and abroad; 
• Adoption and awarding of scholarships, awards, bonuses, certificates, diplomas, and IDs; 
• Participation in legislative activities; 
• Defending labor rights and professional interests; 
• Developing ethical and professional standards of training activities. 

3. THE RIGHTS OF THE ORGANIZATION

 3.1. To achieve its goals the Organization has the right to

• freely disseminate information about its activities; 
• participate in working out decisions of the state organs and local self-governance bodies in accordance with the active laws; 
• organize meetings, demonstrations, marches, picketing in accordance with active laws; 
• set up mass media and perform publishing activities in accordance with active laws; 
• defend its rights legal interests of its members as well as the ones of other citizens in the state organs, local self-governance bodies and public associations; 
• come up with initiatives on various aspects of public life, present proposals to the state organs; 
• set up other non-profit organizations; 
• enter public associations as member, participate in public associations, as well as create unions and associations with other non-profit organizations; 
• maintain direct international contacts and liaisons; 
• create its own structural affiliates (organizations, branches or affiliate offices) in the Russian Federation and abroad; 
• perform entrepreneurial activities as needed to achieve the goals stated by the present Articles of Association. The profits thus made can not be distributed among the members of the Organization and should be used towards the goals stated by the present Articles of Association; 
• set up entrepreneurial societies and other organizations as well as acquire property as needed for performing business activities.

3.2. The Organization may have other rights under active laws of the Russian Federation accordance with goals stated in present Articles of Association and objectives of the Organization.

4. THE DUTIES OF THE ORGANIZATION

4.1. The Organization must

• observe the active laws of the Russian Federation, universally recognized principles and norms of international law, pertaining to the sphere of its activities, as well as the norms envisaged by the present Articles of Association and other founding documentation; 
• publish annual report on the use of its property or provide access to such report; 
• inform the registering body on an annual basis on continuation of its activities, indicating the actual location of the Organizations Board, basic data on the governing body of the Organization as needed for the United State Register of Legal Entities;

• provide on registering bodys request documents with the decisions of governing bodies of the Organization as well as annual and quarterly reports on its activities as needed for tax authorities;

• admit the representatives of the registering body to the events organized or sponsored by the Organization;

• cooperate with the registering body in familiarizing it with the activities of the Organization in connection with achieving its goals and observing the active laws of the Russian Federation.

5. MEMBERS OF THE ORGANIZATION, THEIR RIGHTS AND DUTIES

5.1. Citizens of 18 years of age and older, who are interested in participating in joint achievement of the goals stated by the present Articles of Association and agree with them can be the members of the Organization.

Foreign citizens as well as persons without citizenship can be members of the Organization on equal terms with citizens of the Russian Federation.

The founders of the Organization are the members of the Organization and have equal rights and duties.

5.2. The membership for individuals in the Organization is documented in the written form on the basis of written application supported by the recommendation of two active members of the Organization. The question of accepting new members to the Organization is considered according to the Statement on membership. The membership in the Organization is proven by a membership card.

5.3. Members of the organization have equal rights and bear equal duties.

5.4. A member of the Organization has the right to:

• participate in general conferences of the Organization;

• elect and be elected member of governing and control and revision bodies of the Organization;

• introduce proposals to all bodies of the Organization on matters concerning activities of the Organization;

• have access to information concerning the events planned and sponsored by the Organization;

• participate in the events organized and sponsored by the Organization;

• delegate the right to vote to the other members of the Organization by a written statement;

• use data base, library and other resources of the Organization;

• stop his/her membership in the Organization on a voluntary basis.

• Members of the Organization must:

• pay their membership fees in the amount and according to the procedure established by the general conference (with the exception of a decision made by the Board to postpone the payment);

• comply with the Articles of Association and Statement on Membership;

• participate in the activities of the Organization;

• carry out the decisions made by the governing bodies of the Organization;

• respond timely to the inquiries of the governing bodies and members of the Organization;

• bear responsibility for the duties undertaken as well as timely inform the Board of the Organization on inability to carry out previously undertaken duties.

5.6. The membership in the Organization is stopped from the moment of the Boards reception of written application from a member.

5.7. A member can be expelled from the Organization by the decision made by the Board on the basis of criteria, worked out by the general conference, for:

• failing to pay membership fee for over 6 months;

• violating the Articles of Association or Statement on membership;

• discrediting the activities of the Organization.

6. GOVERNING BODIES OF THE ORGANIZATION

The General Conference

6.1. The top governing body of the Organization is the general conference of all members called by the Board not lees frequently than once a year. An extraordinary general conference of the Organization can be called on the demand of no less than one third of the active members of the Organization or upon the decision of the Board of the Organization.

6.2. The initiators of the extraordinary general conference of the Organization must notify every member of the Organization about the time and place of the general conference at least two months prior to the event.

6.3. The general conference is considered competent if no less than a half of members or their authorized representatives participate in it.

6.4. The decisions are made by simple majority of voting members of the Organization with the exception of cases indicated by the present Articles of Association.

6.5. The following questions can be exclusively decided by the general conference:

• questions of creating, reorganizing or liquidating the Organization;

• establishment of new affiliates or liquidation of the existing affiliates of the Organization;

• adoption of the Articles of Association;

• amendments to the existing Articles of Association;

• adoption of priority activity guidelines for the Organization;

• establishing the number of Board members, elections and reelections of the Board members, establishing the size of their payroll;

• election and reelection of the control and revision commission of the Organization;

• adoption of the annual report of the Organization and the report of the control and revision commission;

• establishment of the size of annual membership fees and the procedure of payment;

• making decisions on founding non-profit and for-profit organizations and participation in such organizations;

• adoption of annual strategic plans of the Organization and annual budget;

• working out main criteria of expelling members of the Organization and adoption of the Statement on membership.

The Board Of The Organization, Chairperson Of The Board

6.6. The permanent acting governing body of the Organization is the Board which is elected by the general conference for the term of up to 3 years and is subordinate to the general conference.

The decisions on the personal representation in the Board is made by no less than two thirds of the overall votes at the general conference of the Organization;

6.7. All the decisions of the Board are made by simple majority of the Board;

Board meetings are to be held no less frequently than twice a year;

6.8. The number of Board members is unlimited but may not be fewer than 3 persons. The members of the Board elect the chairperson of the Board by simple majority of votes for the term of activity of the Board;

6.9. The Board is exclusively responsible for:

• accepting new members of the Organization;

• adoption of the programs of the Organization;

• making decisions on establishment of affiliates and branches of the Organization;

• adoption of list of staff and salaries for the staff and employees of the Organization.

6.10. The Board of the Organization is responsible for the development and implementation of the financial plans of the Organization.

6.11. The Board of the Organization has the rights and bears duties of a legal entity on behalf of the Organization. The Board is responsible for the implementation of the programs and governs the Organization.

6.12. All members of the Board have the right to represent the interests of the Organization without a written permission with obligatory informing the other members of the Board about such representation.

6.13. The chairperson of the Board:

• informs the registering body on an annual basis about the continuation of the activities of the Organization, indicating the actual location of the Board of the Organization and the data on the governing bodies of the Organization as needed for the united state code of legal entities;

• provides upon request of the registering body of public associations the documentation with the decisions of the governing bodies of the Organization as well as annual and quarterly reports on the activities of the Organization as needed for the data requested by the tax authorities;

• assists the representatives of the registering body of public associations to familiarize themselves with the activities of the Organization as connected to the goals stated in the present Articles of Association and observing the laws of the Russian Federation;

• organizes the preparation for and holding of Board meetings;

• takes up organizational functions as needed;

• concludes agreements on behalf of the Organization;

• signs the necessary documentation upon the decision made by the Board;

• opens savings, currency and other accounts with banks;

• issues powers of attorney on behalf of the Organization;

• directly represents the Organization in government bodies, local self-governing bodies , organizations and public associations;

• concludes labor agreements (contracts) with Organizations personnel on behalf of the Organization;

• issues orders and gives directions;

• timely informs the members of the Organization about the events planned and sponsored by the Organization;

• decides all the questions pertaining to the activities of the Organization apart from those being the exclusive responsibility of the Board and general conference of the Organization.

6.14. The chairperson of the Board acts on behalf of the Organization without a written permission.

7. CONTROL AND REVISION BODY

7.1. The revision of the financial and commercial activities of the organization is performed by the control and revision commission elected by the general conference for the term of 1 year.

7.2. The number of members of the control and revision commission is unlimited.

The members of the Board can not be elected members of the control and revision commission. The renewal of the control and revision commission is ensured by rotation of at least one third of its members.

7.3. The control and revision commission prepares its conclusion on the annual report and balance sheet of the Organization.

7.4. All active members of the Organization must provide all necessary information and documentation as requested by the control and revision commission.

8. THE AFFILIATES OF THE ORGANIZATION

8.1. The Affiliates of the Organization are the structural sub-units of the of the Organization and are governed by the present Articles of Association in their activities;

8.2. The Affiliates of the Organization are not separate legal entities and do not perform independent financial or commercial activity.

8.3. The members of the Organization residing on the territory of subject of the Russian Federation, where the respective Affiliate is registered, automatically become the members of this Affiliate.

The Board Of Affiliate

8.4. The permanent governing body of an Affiliate is the Board of the Affiliate, elected by the general meeting of the Affiliate for the term of up to 3 years and is subordinate to the general meeting of the Affiliate, general conference of the Organization and the Board of the Organization.

8.5. The decisions on the personal representation in the Board of the Affiliate is made by no less than two thirds of the overall votes at the general meeting of the Affiliate;

8.6. All decisions of the Board of the Affiliate are made collegially by simple majority of members of the Board of the Affiliate.

8.7. The general meetings of the Board of the Affiliate are held not less frequently than twice a year.

8.8. The number of the members of the Board is unlimited.

8.9. The competence of the Board of the Affiliate is the adoption of the programs of the Affiliate as well as all other questions pertaining to the activities of the Affiliate which are not the exclusive responsibility of the general conference of the Organization, the Board of the Organization or the control and revision bodies of the Organization and the Affiliate.

8.10. The Board of the Affiliate is responsible for the implementation of the programs of the Affiliate and governs the activities of the Affiliate.

8.11. All members of the Board of the Affiliate have the right to represent the Affiliate without the written permission with obligatory informing the other members of the Board of the Affiliate and the Board of the Organization about such representation.

Control And Revision Commission Of The Affiliate

8.12. The revision of the activities of the Affiliate is performed by the control and revision commission of the Affiliate, elected by the general meeting for the term of 1 year.

8.13. The number of members of the control and revision commission is unlimited.

8.14. The members of the Board of the Affiliate can not be elected members of the control and revision commission of the Affiliate. The renewal of the control and revision commission is ensured by complete or partial rotation of its members on annual basis.

8.15. The control and revision commission of the Affiliate prepares its conclusion on the activities of the Affiliate for the annual report of the Organization.

8.16. All active members of the Affiliate must provide all necessary information and documentation as requested by the control and revision commission of the Affiliate.

9. THE PROPERTY

9.1. The Center can own land, buildings, structures, houses, equipment, means of transport, funds in rubles and foreign currency, stocks, bonds, securities, and other assets necessary for the material support of the activities of the Organization as stated by the present Articles of Association.

The Organization can also own institutions, publishing houses, mass media created or acquired with the means of the Organization according to the goals stated in the present Articles of Association.

9.2. The sources of forming the property of the Organization are:

• membership fees;

• charitable donations, including in-kind donations, provided by private individuals and legal entities;

• incomes from financial assets including interest from stocks and bonds;

• incomes from fundraising campaigns and campaigns for attracting volunteers, donors and charities (including entertainment, cultural, sports and other mass events, lotteries and auctions in accordance with the laws of the Russian Federation, incomes from property sales from donors as requested by them);

• incomes from entrepreneurial activities of the Organization;

• means from federal budget, budgets of the subjects of the Russian Federation, local budgets and non-budget funds;

• labor of volunteers;

• other sources not forbidden by law.

9.3. The owner of the of the property is the Organization. Each individual member of the Organization does not have the right of ownership on the part of the property belonging to the Organization.

10. PROCEDURE FOR INTRODUCING AMENDMENTS AND ADDENDA INTO THE ARTICLES OF ASSOCIATION

10.1 . The amendments and addenda into the Articles of Association are introduced by the general conference of the Organization.

10.2 The decision on introducing the amendments and addenda into the Articles of Association is made by at least 2/3 of the votes of the overall number of members of Organization.

10.3. The amendments and addenda into the Articles of Association of the Organization are subject to state registration in the order stated by law and are effective from the moment of such registration.

11. REORGANIZATION AND LIQUIDATION OF THE ORGANIZATION

11.1. Reorganization of the Organization (merger, association, splitting off, separation and conversion into another organizational or legal form) is based on the decision of the general conference.

11.2. The Organization can not be reorganized into a business organization or society.

11.3. The decision on the reorganization is made by at least two thirds of the overall number of members of the Organization.

11.4. The property of the Organization is owned by the successors of the Organization following its reorganization in the order stated by the civil code of the Russian Federation.

11.5. The liquidation of the Organization is performed only based on the decision of the general conference or court decision.

11.6. The decision on the liquidation of the Organization is made by at least two thirds of the overall number of members of the Organization. The same decision appoints the liquidation commission approved by the state registering body of legal entities and adopts the time and order of liquidation.

11.7. In the event that the Organization were to be liquidated or dissolved, under the laws and customs applicable, or under the governing instruments, all its assets would be distributed to another not-for-profit organization for charitable, religious, scientific, literary, or educational purposes, or to a government instrumentality.

11.8. The property and assets left after the liquidation of the Organization can not be distributed among the members of the Organization.

11.9. The decision on using the remaining property and assets is published by the liquidation commission in the press.

11.10. The decision on the liquidation of the Organization is forwarded to the body that registered the Organization to remove the Organization from the state code of legal entities.

11.11. All the documents of the liquidated Organization (managerial, commercial, financial, personnel, etc.) shall be handed over to the archive, located in the place where the Organization was registered.

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