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Articles of association of CEI

ARTICLES OF ASSOCIATION OF NON-GOVERNMENT NON-PROFIT ORGANIZATION
The Center for environmental innovations

APPROVED BY
General Meeting of Founders
Minutes №1
Dated July 03 2007
Amended by
General Meeting of Founders
Minutes № I
Dated January 25 2008
Amended by
General Meeting of Founders
Minutes № I
Dated April 30 2009

ARTICLES OF ASSOCIATION OF NON-GOVERNMENT NON-PROFIT ORGANIZATION
The Center for environmental innovations

Moscow- 2008


1. GENERAL PROVISIONS
1.1. The non-govemmcnt non-profit organization - the Center for environmental innovations,
hereinafter referred to as "Organization", was founded on the basis of voluntary asset contributions of its
constitutors for the purposes as set out in this Articles of Association.
The Organization was created in observance with the effective legislation of the Russian Federation.
Russian Civil Code, dated October 21 1994 as well as the Federal Law "Of non-profit Organizations",
dated December 08 1995.
1.2. The full name of Organization: A non-government non-profit organization - the Center for
environmental innovations.
Abridged name of Organization: ANO CEI.
The full name of Organization in the English language: Non-Government Organization Center for
Environmental Innovation.
Abridged name of Organization in the English language: NGO CEI. The name of Organization
explains the field of its activity focused on drawing attention of society to resolution of such issues
as protection of the environment, global climate change prevention and implementation of
innovative technologies in the interests of nature protection.
Location of the Organization shall be defined by location of the permanently working executive
body - the President:
119415, Moscow, Lobachevskiy street, house 46, apartment 17.
1.3. The Founders of the Organization shall be the following persons:
Andrey Vladimirovich Stetcenko, (Russian citizen, domiciled at: 119415, Moscow, Lobachevskiy
street, house 46, apartment 17, passport 45 10 159138, issued on 14.04.2009 by police branch for Prospect
Vemadskogo district of the Russian OYFMS (Department of the Federal Migration Service) for the city
of Moscow in the western administrative district, subdivision code: 770-069) - associate professor of the
economics department of the Lomonosov Moscow State University, master of sciences (economics), a
member of Kyoto protocol Expert Board under the Russian Chamber of Commerce and Industry, a
member of the public council of the Rosselhoz (Russian Department of Agriculture), an expert in the
Center for environment and forest yield of the Russian Academy of Sciences, an expert of the Center for
Russian environmental policy;
Sergei Nikolayevich Bobylev, (Russian citizen, domiciled at: 121165, Moscow. Kutuzovskiy
prospect, house 33, apartment 176, passport 45 02 417181, issued on 12.07.2002 by OVD (Department of
Internal Affairs) Dorogomilovo in the city of Moscow) - a professor of economics department of the
Lomonosov Moscow State University, PhD (economics), an expert of the Center for Russian
Environmental policy, an expert on environment of the Russian Public Chamber.
Georgiy Vladimirovich Safonov, (Russian citizen, domiciled at: 117342, Moscow, Vvedenskiy
street, house 27, building 2, apartment 173, passport 45 10 022760, issued on 15.12.2008 by the Branch
for Konkovo district of the Russian OYFMS (Department of the Federal Migration Service) for the city of
Moscow in the south-west administrative district) - the Head of the Center for Economics of the
Environment and Natural Resources under the GY (State Institution) - the Higher School of Economics,
master of sciences (economics), a member of Kyoto protocol Expert Board under the Russian Chamber of
Commerce and Industry, a participant of international environment conferences on behalf of the Russian
Federation;
1.4. The Organization shall be a legal entity from the date of its stale registration as established by
law and shall own separate property and shall be liable for its obligations by this property. Being a nonprofit
organization it does not set profit making as its primary objective.
1.5. The State shall not be liable under obligations of the Organization and the Organization shall
not be held liable under obligations of the State.
1.6. The Organization may carry out income-generating activities only at the extent that this serves
the achievement of the objectives for which it was created. The activities recognized as such shall be
income-generating production of goods and services, serving the objectives of the non-profit organization,
as well as purchase-sale of securities, property and non-property rights, participation in business entities
and partnerships in commendam as contributor.
1.7.The Organization shall have a seal with its full name and shall also be entitled to have a stamp
and letterheads with its name, and an emblem, registered in the established manner which shall be
approved by the general meeting of founders.
1.8. The Organization may create branches and representative offices in the territory of the Russian
federation in observance with the legislation of the Russian Federation which shall not be legal entities
and shall act on the basis of provisions approved by it. Such branches and representative offices shall be
provided with property of the Organization which shall be posted on a separate balance-sheet and that ol
the ()rganization.
1.9. The Organization shall be set up for an indefinite term.
2. OBJECTIVES AND LINES OF ACTIVITY
Creation of the Organization is the initiative of the leading scientists, acting as public figures, and is
geared for resolution of global environmental problems, in particular a climate change.
Upon ratification in 2004 by Russia of the Kyoto protocol, which came into force in 2005, it became
necessary to take measures for its implementation not only on the part of the State but also on the part of
Society.
The Founders of the Organization are widely recognized Russian scientists, teaching in the
M.V.Lomonosov MGU (Moscow State University) and in the Higher School of Economics, working in
the area of economics of environmental management and participating on a pro bono basis in
commissions, designed for environment protection as well as for implementation of Kyoto protocol.
2.1. The objectives of the Organization shall be as follows:
- promotion of implementation of rights of citizens declared by the Russian Constitution to favorable
environment, trustworthy information of its condition, protection of health, recovery of losses caused to
health and property of citizens by environmental offences,
- participation in resolution of social and environmental problems.
The main tasks of the Organization shall be as follows:
- To promote protection of the environment and the ecology;
- To mould the mindset of the public in respect to environment protection;
- To implement measures geared for prevention of global environmental disasters;
- To promote scientific research in the area of environment, philosophy, culture, protection of the
environment and human health and in other areas;
- To carry out educational activities in various areas of nature management and environmental protection.
The Organization shall assist projects, geared for environmental protection, such as implementation
of new technologies, recovery of forest cover, elaboration and implementation of innovative solutions.
The Organization shall take a direct participation in resolution of social and environmental
problems.
The main lines of activity of the Organization shall be as follows:
- promotion of environment protection;
Assistance in scientific research in the area of the environment, economics, philosophy,
culture, law, protection of the environment and human health;
Educational activities, running of workshops, conferences, round tables, business games,
meetings;
Running of research, as well as monitoring and research into condition of the environment and
forest range, organization of expeditions;
Research and Development in the area of natural and technical sciences, monitoring of condition
and pollution of the environment, provision of information on condition and pollution of the
environment;
implementation of scientific-technical and scientific-technological innovations into processes
geared to promote protection of the environment and the ecology.
2.2. To achieve the aforementioned objectives the Organization shall pursue in observance with
the effective legislation the following types of activities:
elaboration and implementation of methods geared for accelerated recovery of forest vegetation,
prevention of water and wind soil erosion and recovery of other disturbed ecosystems;
Search, elaboration and implementation of health-improving methods for the environment and
society;
Environmental audit;
Running of environmental impact reviews and audits (the non-profit Organization shall run
independent environmental audits in the areas of environmental disasters and in other cases requiring an
independent environmental audit);
assistance to interested governmental agencies in running of measures geared for organization,
protection and operation of specially protected natural territories;
promotion of various types of activities related to works, carried out for nature protection
purposes;
assistance in elaboration of drafts of legislative enactments within the extent of purposes of the
Articles of Association;
pursuance of charity work within the extent of effective legislation;
running of conferences, workshops, lectures, trainings, expeditions, working meetings and other
activities in Russia and abroad in the area of the environmental protection, sustainable development and
rational nature management;
participation and assistance in running of bidding processes and issue of grants within the extent
of objectives of the Articles of Association; assistance in holding of humanitarian exchanges within the
extent of objectives of the Articles of Association;
drawing in of Russian and foreign specialists as scientific experts for resolution of objectives of the
Articles of Association;
assistance in implementation by Russia of international obligations in the area of environmental
protection and development of nature protection interface;
performance of income-generating, foreign-economic activities in observance with the effective
legislation and objectives of the Articles of Association,
participation in business entities and in partnerships in commendam as a contributor;
for the purposes of achievement of objectives, stipulated by the Articles of Association, the
Organization may create other organizations and enter into associations and unions;
institution of mass media in order to carry out publishing activities regarding the issues relating to
the objectives and tasks of the Articles of Association;
coming forward with initiatives on various environmental and social issues of public life,
submission of proposals to the governmental authorities;
running of other activities which are in keeping with the objectives of the Articles of Association
and effective legislation.
2.3. In order to resolve the tasks in keeping with the effective legislation the Organization shall be
entitled to pursue income-generating activities which correspond to its objectives, such as:
to run publishing activities and within their extent to publish literature relating to the issues
referred to objectives and tasks of the Articles of Association;
to implement innovation projects;
to come forward with initiatives on various environmental and social issues of public life, to submit
respective proposals to the governmental authorities.
3. PROPERTY AND FINANCIAL AND BUSINESS ACTIVITY
3.1. The Organization may own or have in its operative administration buildings, constructions,
housing stock, equipment, inventory, cash assets in Roubles and foreign currency, securities and other
property and may also own or possess on the basis of permanent use some land plots.
3.2. The Organization shall be responsible for its obligations by such of its property in respect of
which a recovery order may be issued under the Russian law.
3.3. Sources for the formation of assets of the Organization in monetary and other forms shall be as
follows:
- contributions from Founders;
- Voluntary asset contributions and donations;
- Earnings from sales of goods, works, services;
- Income from business, foreign-economic and other legally lawful activities;
- -dividends (income, interest), receivable on shares, bonds, other securities and deposits:
- Income receivable from property of the non-profit organization;
- Other earnings, not prohibited by law.
3.4. The ownership of the Organization shall comprise the property, created and acquired by it. or
that, transferred by citizens, enterprises, organizations, institutions, as well as cash assets, shares, other
securities and intellectual property rights.
3.5. All property of the Organization, income from its business activity shall be in its ownership and
shall not be allocated by founders of the Organization. The Organization shall possess, use and dispose of
its property subject to its designated use and exclusively for the purposes of implementing objectives of
the Articles of Association.
3.6. The Founders of the Organization shall not possess the right of ownership in respect to the
property of the Organization including the part thereof which was set up through their contributions and
donations.
3.7. Foreign economic activity of the Organization shall be pursued in order to implement the
objectives, defined by this Articles of Association and in a manner, stipulated by the Russian legislation.
4. THE STRUCTURE AND GOVERNING BODIES
4.1. The Structure, authority, procedure for making up of governing bodies, and their decisionmaking
procedure shall be defined by the Articles of Association of Organization which shall be approved
by the founders.
Requirements of the Articles of Association shall be compulsory for execution by the founders
according to the Russian legislation.
The Founders shall be obliged to observe the interests of the Organization, primarily in respect to its
activity and shall not use opportunities of the Organization or allow their use in other purposes, except
those which are stipulated by the Russian legislation and this Articles of Association. The founders of the
Organization may have recourse to its services only on equal terms with other persons.
4.2. The General meeting of founders of the Organization shall be a collective supreme governing
body, made up from the Founders and (or) their representatives as well as from hired employees of this
Organization, however the number of the latter shall not exceed one-third of the total number of members
of this body.
The General meeting of founders shall ensure observance by the Organization in its activity of
objectives in the interests of which it was created.
The exclusive authority of the General meeting of founders shall include resolution of the following
matters:
Making amendments and additions to the Articles of Association of the Organization;
Defining priority lines of activity of the Organization, principles for making up and use of its
property;
Approval of transactions in keeping with clauses 27, 29 of the Federal law "Of non-profit
organizations";
Appointment of the President - the executive body of the Organization and resolution of the issue
of early termination of his authority;
Approval of annual report and annual balance-sheet statement;
Approval of financial plan of the Organization and amendments therein;
Creation of branches and opening of representative offices of the Organization;
Participation in other Organizations;
Reorganisation and liquidation of the Organization.
The General meeting of the founders of the Organization or the meeting of the collective supreme
governing body shall be legally competent whenever the said meeting is attended by more than half ol' its
members.
Resolutions of the said general meeting shall be taken by a majority vote of the members attending
the meeting. A resolution of the general meeting relating to exclusive authority of the supreme governing
body of the Organization shall be taken either by a unanimous vote or by a qualified majority of votes in
keeping with the Federal Law "Of non-profit organizations'", other Federal laws and constituent
documents.
the Organization shall not be allowed to pay remunerations to members of the General Meeting of
founders of the Organization for exercise by them of their functions of members of the collective supreme
governing body except to compensate for costs directly related to participation in the work of the supreme
governing body.
4.3.The executive body of the Organization shall be the President who is appointed by the General
meeting of founders for a three years' term.
The President shall administer the current operations of the Organization and shall be accountable lo
the General meeting of the founders of the Organization. In order to implement the objectives of the
Organization the President shall resolve all the matters which subject to the Russian legislation and this
Articles of Association are not referred to the exclusive authority of other bodies of the Organization.
The President of the Organization shall:
act on behalf of the Organization without power of attorney;
administer the property and cash assets of the Organization and shall represent its interests:
enter into agreements and make other transactions on behalf of the
Organization; exercise executive and regulatory functions;
represent the Organization in relations with Russian and foreign legal and physical entities;
issue powers of attorney;
open current and other accounts of the Organization in banks;
issue orders, directions, instructions and other acts, mandatory for execution by employees of the
Organization;
independently define the number and composition of employees of the Organization, amounts of
their salaries;
hire and dismiss employees of the Organization; assign duties for the employees,
define their authority;
exercise other day-to-day work in order to implement resolutions of the General meeting of
founders of the Organization.
In its activity the President shall be governed by the Federal law "Of non-profit Organizations", this
Articles of Association and Russian legislation.
5. AFFILIATED BRANCHES AND REPRESENTATIVE OFFICES OF THE
ORGANIZATION
5.1. The Organization may set up affiliated branches and representative offices in the territory of the
Russian Federation in keeping with the Russian legislation.
5.2. An affiliated branch of the Organization shall be a separate subdivision, domiciled outside of
the location of the Organization and exercising all its functions or part thereof including the functions of a
representative office.
5.3. A representative office of the Organization shall be a separate subdivision, domiciled outside
of the location of the Organization and representing the interests of the Organization and providing
protection therefor.
5.4. Affiliated branches and representative offices shall not be legal entities, they shall be allotted
with the property of the Organization, shall act on the basis of provisions, approved by the General
meeting of founders and shall carry out their activities within the extent of this Articles of Association and
their own Provisions.
The Property of an affiliated branch and a representative office shall be posted on a separate balance
sheet and that of the Organization.
5.5. The heads of the affiliated branches and representative offices shall be appointed by the
General meeting of founders and by virtue of its decision the President shall sign an employment contract
with them
The heads of the affiliated branches and representative offices shall act on the basis of power of attorney,
issued by the President of the organization for the term of their offices. Upon expiration of the effective
term of the employment contract as well as upon early termination of the office of a head the effect of the
power of attorney shall discontinue.
5.6. The affiliated branches and representative offices shall pursue their activities on behalf of the
Organization. The Organization shall bear responsibility for operation of affiliated branches and
representative offices.
6. CONTROL AND REPORTING.
6.1. The General meeting of founders of the Organization shall elect an auditing commission for a
term of 1 year for control of financial and business operations of the Organization. The auditing
commission shall submit a report to the President following results of a year.
6.2. Accounting and reporting in the Organization shall be maintained in a manner established by
the effective legislation of the Russian Federation.
6.3. The Organization shall pay taxes to the budget in a manner established by the Russian
legislation.
6.4 The Organization shall bear responsibility in an appropriate manner for safety of documents
(administrative, financial and business, manning documents etc.).
7. MAKING AMENDMENTS AND ADDITIONS TO THE ARTICLES OF
ASSOCIATION
7.1.By resolution of the General meeting of founders, amendments and additions may be made to
the Articles of Association of the Organization in keeping with the Civil Code of the Russian Federation,
Federal law "Of non-profit organizations".
8. LIQUIDATION AND REORGANISATION
8.1. The Organization may be liquidated on the grounds and in a manner stipulated by the Civil
code of the Russian Federation, Federal law "of non-profit organizations" and other Federal laws.
The Organization may be reorganized in the form of merger, acquisition, division, separation and
transformation.
8.2. The Organization may be liquidated:
- if the objectives of the Organization can not be achieved and required change of the objectives can not
be made;
in case the Organization departs in its operations from objectives, stipulated in the Articles of
Association; and in other cases stipulated by law.
8.3. In case of liquidation of the Organization, the General meeting of founders or a body, taking a
decision to liquidate the Organization, shall appoint a liquidation commission (liquidator) and shall assign
in keeping with the Civil Code of the Russian Federation and Federal law "Of non-profit organizations"
procedure and time for liquidation of the non-profit organization.
Upon appointment of a liquidation commission the authority for running the business of the
Organization shall be transferred to it. The liquidation commission shall appear in court on behalf of the
Organization.
8.4. The liquidation commission shall make a publication in the press media reporting on state
registration of legal entities, about liquidation of the Organization, procedure and time for filing claims by
creditors. The time allocated for claim filing by creditors shall not be less than two months upon the dale
of publication about liquidation of the Organization.
8.5. The Liquidation commission shall take measures for discovery of creditors and acquisition of
receivables and shall also notify the creditors in writing of liquidation of the Organization.
8.6. Upon expiration of the time allocated for filing of claims by creditors the liquidation
commission shall draw up an interim liquidation balance-sheet which shall contain data of composition of
the assets of liquidated organization, a list of claims raised by creditors as well as claim review results.
An interim liquidation balance-sheet shall be approved by the General meeting of founders of the
Organization or a body taking a decision of its liquidation.
8.7. If the cash assets available with the liquidated Organization are not sufficient to satisfy claims
of the creditors, the liquidation commission shall arrange sale of assets of the Organization from public
auction in a manner, established for execution of judicial awards.
8.8. Payment of cash assets to creditors of the liquidated organization shall be made by liquidation
commission in order of priority established by the Civil Code of the Russian Federation and in keeping
with the interim liquidation balance-sheet commencing from the date of its approval except for fifthpriority
creditors payments to whom shall be made upon expiration of one month from the date of
approval of the interim liquidation balance-sheet.
8.9. Upon completion of settlements with creditors, the liquidation commission shall draw up a
liquidation balance-sheet to be approved by the General meeting of founders of the Organization or a
body, taking a decision on liquidation of non-profit organization.
8.10. Upon liquidation of the Organization the property, remaining after the claims of the creditors
have been satisfied, unless otherwise is established by the Federal law " Of non-profit Organizations" and
other Federal laws, shall be allocated, in keeping with the constituent documents, for the purposes in the
interests of which the organization was set up and(or) for charitable purposes. Whenever the use of the
property of the Organization is impossible in keeping with its constituent documents, it shall be
transferred into public revenue.
8.1 I. Liquidation of the Organization shall be considered finalized and the Organization itself as
ceased to exist upon a record to that effect has been made to the Unified State Register of Legal Entities.
8.12. Upon reorganization of the Organization all documents (administrative, financial, business
and manning documents etc) shall be transferred in keeping with the established rules to the successororganization.
In absence of the legal successor, permanent records, having scientific and historic value
shall be transferred for governmental keeping to the archives of "Mosgorarhiv"(Moscow State Archives)
Association, manning records (orders, personal files and record cards, personal accounts etc) shall be
transferred for keeping to the archives of the administrative district where the Organization is located.
Transfer and arrangement of documents in an orderly manner shall be made by resources and at the
expense of the Organization subject to the requirements of the archive bodies.
8.13. The Organization shall be considered reorganized or liquidated upon a record to that effect has
been made to the Unified State Register of Legal Entities.
Signatures of the Founders:
Sergei Nikolayevich Bobylev
Andrey Vladimirovich Stetccnko
Georgiy Vladimirovich Safonov
A record of state registration was made to the Unified State Register of Legal Entities on
August 28 2007 under the primary state registration number 1077799018846.
A record of state registration of amendments entered into constituent documents was made to
the Unified State Register of Legal Entities on September 10 2009 under the state registration
number 2097799261866. A record to the departmental register of registered non-profit
organizations was made by the Federal Registration Directorate for Moscow on August 30
2007 under the record number 7714050645.
Numbered, tied and sealed - 8 sheets.
Of the Ministry of Justice of the
Russian Federation for Moscow
Chief of the General Directorate
V.V.Demidov

 
 

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