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Articles of Association

Articles of Association
Internet Charity Foundation Pomogi.Org
Approved by the Founders on Sept. 26, 2005
(Minutes No. 1, of Sept. 26, 2005)
Moscow 2005

1.

General Provisions

1.1. The Internet charity foundation Pomogi.Org, hereinafter referred to as the Foundation, is a non-profit, non-membership organization, established for charitable purposes to be pursued by the means of promoting charitable projects in Russia through the Internet, and implementing effective tools of raising and distributing charitable donations from individuals and legal entities, with minimization of transaction costs.
1.2. The full name of the Foundation in Russian is: Благотворительный интернет-фонд Помоги.Орг (The Internet Charity Foundation Pomogi.Org).
The abbreviated name is: БИФ Помоги.Орг (BIF Pomogi.Org).
The name of the Foundation in English is: Pomogi.Org Internet Charity Foundation.
The address of the Foundation: 129110, Moscow, Ulitsa Shchepkina, 58, office 203.
1.3. By pursuing its objectives as defined in these Articles the Foundation shall be governed by the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Law "On Non-Profit Organizations", the Federal Law "On Charitable Activities and Charitable Organizations", and other laws and legal acts of the Russian Federation and these Articles.
1.4. The Foundation is a legal entity, which has separate property, which is responsible for its obligations regarding this property, and can, on its behalf, acquire and exercise proprietary and other non-proprietary rights, perform duties, be plaintiff and defendant in court.
1.5. The Foundation has a balance of its own, a settlement account and other bank accounts, including a hard currency account, a round stamp with its name, stamps and letterheads.
1.6. The property surrendered to the Foundation by the founders is the property of the Foundation. The founders shall bear no responsibility for the obligations of the Foundation, while the Foundation shall bear no responsibility for the obligations of the founders. The Foundation shall bear no responsibility for the obligations of the Government. The Government and government bodies shall bear no responsibility for the obligations of the Foundation.
2.

The Objectives and Scope of the Foundation

2.1. The mission of the Foundation is to pursue charitable objectives as stated in Paragraph 2.2. of these Articles, by the means of development and promotion of charitable projects in Russia through the Internet, implementation of effective tools of raising and distributing charitable donations from individuals and legal entities, with minimization of transaction costs.
2.2. The Foundation shall pursue charitable activities for the purposes of:
  • providing assistance to low-income persons, persons in need of professional medical care, nursing and tutelage;
  • providing support to medical, children’s and other social institutions that face pecuniary problems.
2.3. For the purposes of conducting charitable activities the Foundation shall pursue the following tasks:
  • get a large number of Russian and foreign individuals and legal entities involved in charitable activities;
  • address logistical and legal problems arising by providing charitable support for the residents of the Russian Federation;
  • consolidate efforts on the part of individuals and legal entities involved in charitable projects in Russia by establishing cooperation and exchanges of information;
  • oppose attempts of fraudulent use and discrediting of online charity institutions.
2.4. To meet the above-mentioned tasks the Foundation shall:
  • detect and promote the most effective — in terms of cost and timing — schemes of transferring donations to recipients;
  • build effective mechanisms of verifying applications for charitable support;
  • disseminate information on the available means of providing charitable support to individuals and legal entities concerned;
  • examine financial and legal aspects of charitable support on the territory of the Russian Federation;
  • provide support to individuals and legal entities, interested in participating in charitable projects.
2.5. To meet the above-mentioned tasks and objectives the Foundation shall pursue the following activities, in accordance with the effective legislation:
  • collect data on people and organizations in need by means of establishing direct contact with medical care, children’s and other institutions, charitable organizations and groups of persons involved in analogous activities;
  • compile and maintain data bases on applications for charitable support;
  • administer an information resource (a website) providing wide public access to information on such applications;
  • collect and disseminate information on existing charitable projects and organizations operating in the Russian Federation;
  • establish contacts with banks and financial institutions, payment systems and issuers, in order to ensure preferential terms of servicing transfers of charitable donations;
  • raise target-oriented charity donations from individuals and companies;
  • collect and distribute charitable donations to persons in need;
  • disseminate information on charitable projects in the media and in the Internet;
  • interact with leading Internet portals for the purpose of getting them involved in support of charitable activities;
  • use Web advertising to disseminate information on charitable projects, organizations and initiatives;
  • draw up and distribute guidelines and manuals on various aspects of online charitable activities;
  • verify applications for charitable donations through the efforts of the staff of the Foundation and independent experts;
  • assist charitable organizations in raising online donations and receiving applications from persons in need.
2.6. The Foundation is entitled to pursue charitable, informational, scientific, expert, consulting, publishing, advertising, and other activities corresponding to the goals of the Foundation and not banned by the effective law of the Russian Federation.
2.7. Some types of activity may be pursued only on receiving a special permit (a license).
2.8. The Foundation is entitled to engage in entrepreneurial activities for the purpose of attaining its objectives. Profit derived from entrepreneurial activities shall be used to meet such objectives as stated in these Articles.
2.9. The main principle the Foundation shall be governed by when distributing raised donations shall be the compensation of transaction costs of charitable transfers at the Foundation’s own expense and at the expense of its founders.
2.10. Individuals and legal entities may participate in the projects of the Foundation, either by making donations or providing their property assets for free use, or by providing administrative and organizational support to the Foundation. Private individuals may participate in the activities of the Foundation in the capacity of volunteers.
3.

Rights and Duties of the Foundation

3.1. For the purpose of attaining its objectives as stated in these Articles, the Foundation is entitled to:
  • exercise in full the rights as stipulated under Russian law on non-profit organizations, including charities;
  • freely distribute information on its activities;
  • take part in decision-making by government bodies and bodies of local self-government in line with procedures established by the effective legislation;
  • represent and assert its legal rights and legal rights of citizens before the government bodies and bodies of local self-government;
  • propose initiatives concerning various public issues, submit proposals to government bodies and bodies of local self-government;
  • establish and join other non-profit organizations, unions and associations of similar organizations;
  • open branches and representative agencies on the territory of the Russian Federation in accordance with the law of the Russian Federation, as well as on the territory of foreign states in accordance with the laws of those states and requirements of international law;
  • for the purposes of attaining objectives as stated in these Articles form capital that includes real estate property, monetary funds, securities and other assets, invest that capital, including by placing funds in bank accounts, and use profits to finance its activities, as stated in these Articles;
  • pursue entrepreneurial activities insofar as such activities serve the attainment of the objectives of the Foundation;
  • establish commercial organizations, purchase property and proprietary rights, for the purpose of pursuing entrepreneurial activities;
  • organize events aimed at the raising and effective distribution of monetary funds for the purpose of attaining the objectives of the Foundation;
  • control spending of monetary funds provided by the Foundation and suspend financing of projects where violations have been detected;
  • cooperate with Russian, foreign and international government-run, public, scientific, production, charity and other organizations and individuals.
3.2. The Foundation must carry out its activities as stated in these Articles in accordance with the legislation of the Russian Federation, the generally accepted principles and provisions of international law and the provisions of these Articles and internal acts.
4.

Rights and Duties of Founders

4.1. The Founders shall:
  • approve the Articles of Association of the Foundation;
  • form the Board of the Foundation and the Board of Trustees of the Foundation
4.2. The founders have the right to:
  • take part in activities of the governing bodies of the Foundation, including the Board of the Foundation and the Board of Trustees of the Foundation;
  • be informed of the operations of the Foundation;
  • participate in all events held by the Foundation, including sessions of the collective bodies of the Foundation and call emergency sessions of the Board of the Foundation;
  • supervise activities of the Foundation in accordance with the procedure established by law and these Articles;
  • make contributions and donations, and render other financial and material assistance necessary for maintaining the Foundation;
  • use the services of the Foundation only on terms and conditions equal with other persons;
  • address a court of law with a request to liquidate the Foundation;
  • submit proposals to the Board of the Foundation to conduct checks into the financial and economic activities of the Foundation.
4.3. The Founders must:
  • form the Board of the Foundation and the Board of Trustees of the Foundation;
  • appoint the first general director of the Foundation;
  • observe the provisions of these Articles and other internal acts of the Foundation;
  • honor their obligations to the Foundation.
4.4. In the event of the death of a founder, or if they are legally recognized dead, missing or incapable by a court of law (hereinafter, the death of the founder), their rights and duties shall be transferred to a person (hereinafter, the successor) specified by the former in a written document that makes it possible to establish the will and identity of a signatory. In the event where a sole successor refuses to assume the rights and duties of the founder, and where the founder has not appointed a successor, his rights and duties shall be transferred to the Board of the Foundation. In this case, the new make-up of the Board of the Foundation shall be formed by the incumbent members of the Board.
4.5. In the event of death of all Founders, members of the Board of the Foundation and where no successors have been appointed, the Board of Trustees of the Foundation must, no later than within 1 (one) month since the onset of such events, form the Board of the Foundation that shall take over all the rights and duties of the Founders. The Board of Trustees shall perform the duties of the Board of the Foundation before the Board of the Foundation is formed.
4.6. Where the Board of Trustees fails to form the Board of the Foundation within 2 (two) months of the events specified in Paragraph 4.5. occurring, the Foundation can be liquidated by a court of law at the request of a member of the Board of Trustees, General Director of the Foundation, and other parties concerned.
5.

Governing Bodies

The Board of the Foundation

5.1. The Board of the Foundation shall be the supreme executive body of the Foundation.
5.2. The Board of the Foundation shall:
  1. introduce changes and amendments to the Articles of Association of the Foundation, adopt the amended version of the Articles of Association;
  2. determine priority spheres of activity of the Foundation, principles of forming and using its property assets;
  3. appoint the General Director of the Foundation and decide on the premature termination of his powers;
  4. decide on the reorganization of the Foundation;
  5. approve the annual report and annual accounting report;
  6. endorse the budget of the Foundation and introduce amendments thereto;
  7. approve charitable programs;
  8. establish branches and representative agencies of the Foundation;
  9. decide on the establishment of commercial and non-profit organizations, joining such organizations;
  10. appoint an Auditor of the Foundation and decide on the size of remuneration for his/her services;
  11. endorse internal acts governing activities of the Foundation;
  12. resolve conflicts of interests as regards to all the parties concerned, excluding the members of the Board of the Foundation;
  13. examine the possibility for the General Director of the Foundation to hold an office of profit in other organizations;
  14. set the size of salary of the General Director of the Foundation;
  15. select a bank where the funds of the Foundation shall be placed;
  16. submit proposals on the candidacies to the Board of Trustees of the Foundation;
  17. appoint/elect an Auditing Commission (Auditor) of the Foundation, decide on the premature termination of the powers of the Auditing Commission;
  18. instruct the Auditing Commission (Auditor) to conduct checks into financial and economic activities of the Foundation;
  19. establish interim and standing committees and work groups, including appointment of their members and approval of provisions/regulations governing their activities.
The Board of the Foundation shall have the right to examine other issues in connection with the operations of the Foundation, including those within the scope of responsibility of the General Director, and delegate its powers to the General Director, excluding the powers that lie within the exclusive jurisdiction of the Board of the Foundation in line with the effective legislation of the Russian Federation.
Decisions of the Board of the Foundation shall be binding on all the functionaries of the Foundation.
5.3. The Board of the Foundation is a collective body made up of three to five persons. Private individuals may be members of the Board of the Foundation.
5.4. The Board of the Foundation shall be formed by the founders of the Foundation.
5.5. The members of the Board of the Foundation are appointed for the term of 5 (five) years. A person may be elected/appointed a member of the Board of the Foundation for an unlimited number of terms.
5.6. Membership in the Board of Foundation shall be terminated at the personal request of a member;
  • in the event of the death of the member, or where the member is recognized missing, dead or incapable, in accordance with the procedure established by law;
  • in the event of his expulsion from the Board of the Foundation by the founders on such grounds as stated in the Regulations on the Board of the Foundation.
5.7. The Board of the Foundation shall elect the Chairman of the Board to supervise its operations. The Chairman of the Board of the Foundation shall approve the agenda of and chair the sessions of the Board.
5.8. The Board of the Foundation shall hold regular sessions once a month. Emergency sessions of the Board may be initiated by the General Director, the Board of Trustees, or any founder, or no less than one-half of the members of the Board of the Foundation, under a procedure established in the Regulations on the Board of the Foundation.
Sessions of the Board of the Foundation may be held without all its members being physically in attendance (via conference calls, the Internet, or by other means as provided for in the Regulations on the Board of the Foundation).
5.9. A session of the Board of the Foundation shall be deemed valid if it is attended by over one half of its members. Decisions on issues within the scope of jurisdiction of the Board of the Foundation shall require the qualified majority of votes (two-thirds), of members in attendance. Each member of the Board of the Foundation has one vote. In the case of an equality of votes, the Chairman shall have a casting vote.
A member of the Board of the Foundation absent from the session may express his opinion and vote on the issues in the agenda in written form, by notifying the Chairman of the Board accordingly. The notification to the effect must be forwarded to the Chairman not later than the date of the session of the Board.
5.10. The members of the Board of the Foundation perform their functions on a voluntary basis. The Foundation has no right to pay remuneration to the members of the Board for functions performed, excluding compensation of expenses arising directly from their participation in operations of the Foundation.
5.11. The members of the Board of the Foundation shall not hold any executive posts in commercial or non-profit organizations where the Foundation is a founder or a participant.
5.12. The procedure of sessions of the Board of the Foundation, as well as other issues in connection with the operations of the Board may be governed by the Regulations on the Board of the Foundation, approved by the Board of the Foundation.

General Director

5.13. The General Director shall be the sole executive organ of the Foundation. The General Director shall be appointed by the Board of the Foundation for a term of 12 (twelve) months.
5.14. The General Director shall be in charge of day-to-day operations of the Foundation and report to the Board of the Foundation.
5.15. The scope of responsibility of the General Director shall include all issues beyond the jurisdiction of other governing bodies of the Foundation. The General Director shall:
  1. act on behalf of and represent the Foundation without a power of attorney;
  2. issue powers of attorney with an authority to represent the Foundation, including powers of attorneys with right of transfer;
  3. execute civil-law transactions, dispose of the property of the Foundation within the limits set by these Articles and in accordance with the financial plan and other internal acts of the Foundation;
  4. ensure fulfillment of plans of the Foundation;
  5. approve rules, procedures and other internal acts of the Foundation, excluding acts subject to be approved by other bodies of the Foundation, in accordance with these Articles;
  6. define the organizational structure of the Foundation, approve the list of staff members in accordance with the approved financial plan, hire and dismiss staff members; reward or impose penalties on staff members, in accordance with procedures established by law;
  7. ensure the fulfillment of the decisions of the Board;
  8. prepare materials, drafts and proposals on issues submitted for the consideration of the Board of the Foundation and the Board of Trustees of the Foundation.
The orders of the General Director issued within the scope of his powers are binding on all staff members of the Foundation.
5.16. The General Director must abide by the effective legislative requirements, provisions of these Articles and decisions of the Board and the Board of Trustees, adopted within the scope of their jurisdiction.
5.17. The powers of General Director may be terminated if the Board of the Foundation decides accordingly, or at the personal request of the General Director.
5.18. The General Director and other members of the Foundation may perform their functions on a voluntary basis.

The Board of Trustees

5.19. The Board of Trustees is the body of the Foundation that supervises the activities of the Foundation, decisions made by the Board of the Foundation and the General Director of the Foundation and measures taken to ensure the fulfillment of those decisions, spending of the funds of the Foundation, observation of the law.
The Board of Trustees’ mission is to contribute to fund-raising to ensure the attainment of the objectives of the Foundation.
5.20. The members of the Board of Trustees shall be influential respectable figures, supportive of the objectives of the Foundation, as well as persons (private individuals and representatives of legal entities) rendering financial support to the Foundation. New members are admitted to the Board of Trustees by a decision of the Board of the Foundation, only at the consent of persons invited.
5.21. Membership in the Board of Trustees shall be terminated at the personal request of the member:
  • in the event of the death of the member, or where the member is recognized missing, dead or incapable, in accordance with the procedure established by law;
  • in the event of his expulsion from the Board of Trustees by the founders on the grounds stipulated in the Regulations on the Board of Trustees.
5.22. The first make-up of the Board of Trustees shall be formed by the founders within 12 (twelve) months of the date of the official registration of the Foundation. The new members of the Board of Trustees enter the Board at the invitation of the Founders.
5.23. The Board of Trustees shall have no less than 5 (five) members.
5.24. The scope of responsibility of the Board of Trustees shall be as follows:
  1. The Board of Trustees, by performing its functions, on the basis of results of projects implemented:
    1. submits proposals to the bodies of the Foundation concerning:
      • spheres of activities of the Foundation, the principles of forming and using the property of the Foundation;
      • checks into spending of funds;
      • checks into the financial and economic activity of the Foundation by Auditing Commission (the Auditor).
    2. The Board of Trustee shall submit other recommendations relating to the operations of the Foundation for the consideration of the Board of the Foundation.
  2. The Board of Trustees shall resolve conflicts of interests involving members of the Board of the Foundation.
  3. The Board of Trustees has the right to:
    • recommend to the founders the invitation of new members to the Board of Trustees;
    • submit proposals on the establishment of interim and standing committees and work groups to the Board of the Foundation;
    • issue recommendations to the Board of the Foundation and the General Director on methods and forms of organizing fund-raising events;
    • submit proposals regarding the agenda of sessions of the Board of the Foundation;
    • call emergency sessions of the Board of the Foundation, in line with the procedure established in the Regulations on the Board of Trustee of the Foundation.
  4. The Board of Trustees shall form the Board of the Foundation in cases stated in the Paragraph 4.5. of these Articles.
5.25. The recommendations of the Board of Trustees shall be examined by the Board of the Foundation and the General Director of the Foundation, who have the right to accept or reject them.
5.26. The Board of Trustees shall perform its duties on a voluntary basis. The Board of the Foundation may decide on the compensation of members of the Board of Trustees for expenses arising from their participation in the work of the Board of Trustees.
5.27. The sessions of the Board of Trustees shall be held at the initiative of the founders, the Board of the Foundation or no less than one half of the members of the Board of Trustees.
Sessions of the Board of the Trustees may be held without all its members being physically in attendance (via conference calls, the Internet, or by other means as stipulated in the Regulations on the Board of the Foundation).
A session of the Board of Trustees shall be deemed valid if it is attended by more than one half of its members.
5.28. Decisions the Board of Trustees shall be passed by a simple majority of votes of the members in attendance. Each member of the Board of Trustees has one vote. In the case of an equality of votes, the Chairman of the Board of Trustees shall have a casting vote.
5.29. The list of members of the Board of Trustees shall be made available to any interested party.
5.30. Other issues related to the activities of the Board of Trustees may be governed by the Regulations on the Board of Trustees, approved by the Founders.

The Auditing Commission (Auditor)

5.31. The Auditing Commission (Auditor) shall exercise control over financial and economic activities of the Foundation. The Auditing Commission (Auditor) shall be elected for a term of 12 (twelve) months.
5.32. The Auditing Commission (Auditor) shall report to the Board of the Foundation. The number of members and the rules of procedure shall be approved by the Board of the Foundation. The General Director and the members of the Board of the Foundation cannot hold the post of the Auditor and be members of the Auditing Commission.
5.33. The Auditing Commission (Auditor) has the right to demand from the functionaries of the Foundation to provide them with all necessary documents and explanations.
5.34. The Auditing Commission (Auditor) shall conduct inspections at the request of the Board of the Foundation and provide the Board with the results of those inspections.
6.

The property of the Foundation

6.1. The Foundation may hold ownership in buildings, installations, residential properties, equipment, monetary funds denominated in Russian rubles and foreign currency, securities and other assets. The Foundation may hold a freehold title to plots of land or hold them in perpetuity.
6.2. The Foundation is responsible for its obligations regarding its property, which may be subject to claims.
6.3. The property of the Foundation shall include:
  • contributions by the Founders once the Foundation is established, as well as voluntary contributions and donations by the Founders;
  • charitable and other donations, including those of a target-oriented nature (charitable grants), made by citizens and legal persons, in cash or specifically;
  • fund-raising;
  • profit from entrepreneurial activities;
  • income from the property of the Foundation, including income from investments;
  • other earnings unless prohibited by law.
6.4. The property of the Foundation is under its ownership and cannot be transferred to the founders or distributed between the participants of the Foundation.
6.5. The property surrendered to the Foundation by its founders is under the Foundation’s ownership. The founders have no rights to the property surrendered to the Foundation.
6.6. The Foundation shall possess, use and dispose of property in its ownership in accordance with the effective legislation and objectives set by these Articles.
6.7. The Foundation uses financial means and other property assets subject to restrictions set by the Federal Law “On Charitable Activity and Charitable Organizations”.
7.

Accounting and Reporting

7.1. The Foundation shall conduct its reporting in accordance with the effective legislation of the Russian Federation.
7.2. The Foundation shall publish reports annually on the Internet on how it has used its property, or by other means as provided in accordance with the effective legislation of the Russian Federation. The Foundation shall make its reports available to the public, including through the mass media.
Furthermore, the Foundation shall provide data on its operations to the government bodies and tax authorities, and to other persons as specified by law.
7.3. The Foundation shall send a report annually on its activities to the organ that ruled on its official registration, in line with the Federal Law “On Charitable Activities and Charitable Organizations.”
7.4. The Foundation shall annually conduct an audit check into accounting and reporting, in accordance with the Federal Law “On Auditing”.
8.

Introducing changes and amendments to the Articles of the Foundation

8.1. These Articles may be changed or amended by a decision of the Board of the Foundation. Changes and amendments are subject to official registration.
8.2. Official registration of changes and amendments introduced to the Articles of the Foundation is conducted in accordance with the procedure established by the law of the Russian Federation.
8.3. Changes and amendments to the Articles of the Foundation take effect at the moment of their official registration.
9.

Reorganization and liquidation of the Foundation

9.1. The Foundation’s operations may be halted following reorganization or liquidation of the Foundation.
9.2. The Foundation may be reorganized in accordance with the procedure established by law.
9.3. The Foundation may be reorganized by a decision of the Board.
9.4. A decision on the liquidation of the Foundation can be made only by a court at the request of the parties concerned:
  • if the Foundation lacks property to realize its objectives and the probability of obtaining the necessary property is unrealistic;
  • if the objectives pursued by the Foundation cannot be achieved and necessary changes in the Foundation’s objectives cannot be made;
  • in the case where the Foundation in its activity avoids the objectives set out by its articles;
  • in other cases specified by law.
9.5. If a foundation is in liquidation, its property that remains after creditors’ claims have been met is allotted for the purposes referred to in the foundation articles.
9.6. The property remaining after liquidation cannot be transferred to the founders.
9.7. The documents of the Foundation upon liquidation shall be transferred for storage to the archive at the body where the Foundation was registered.
9.8. The Foundation shall be considered liquidated after an entry to the effect is made in the Joint State Register of Legal Persons.

© Pomogi.org Internet Charity Foundation

Address: 18, 1 Tverskoy-Yamskoy Lane, Moscow, 125047, Russian Federation

Phone: (+7 499) 250-02-44, (+7 903) 777-65-53 (10:00 to 18:00 GMT+3, except weekend)

E-mail: pomogi@gmail.com