Unofficial Translation from Russian

Adopted by the General Meeting of Founders
30 August 2007

CHARTER
of the Non-Profit Partnership
”Russian National Committee for the United Nations Environment Programme”
(UNEPCOM)

1. GENERAL PROVISIONS

1.1. The Non-Profit Partnership ”Russian National Committee for the United Nations Environment Programme” (UNEPCOM)”, called below as the Partnership, is a voluntary association of physical persons and juridical bodies. It is set up in order to help members and support civil society and business community in their efforts, aimed at protection of the environment in the Russian Federation, enhancement of health of the population and sustainable development of Russia, as well as promotion of fulfillment of international engagements of the Russian Federation in the United Nations Environment Programme (UNEP) and other international organizations, occupied with the above problems.

1.2. The full name of the Partnership in Russian language:

Некоммерческое партнерство «Российский национальный комитет содействия Программе ООН по окружающей среде»;

The short name - НП «ЮНЕПКОМ».

The full name of the Partnership in English:

The Non-Profit Partnership ”Russian National Committee for the United Nations Environment Programme” (UNEPCOM)”

The short name - UNEPCOM

1.3. The Partnership is a non-profit organization, based on membership. It is set up and functions in line with the Constitution of the Russian Federation, the Federal Law “On Non-Profit Organisations” of 12 January 1996 N 7-ФЗ (with subsequent alterations and additions).

1.4. The work of the Partnership is base on principles of voluntariness, equal rights of its members, lawfulness, self-government and publicity.

1.5. The activity of the Partnership extends over the territory of the Russian Federation. Branches and representatives of the Partnership, based on appropriate regulations may be set up in the Subjects and in administrative and territorial parts of the Russian Federation in line with existing order.

1.6. The Partnership is a juridical body since its state registration. It has its own property and answers for its commitments by those property. It may obtain, exercise and sustain property and personal non-property rights, stands as an actor, a defendant and a third person in a court and an arbitrage. The Partnership has self-dependent balance, accounts in credit agencies, stamps and letterheads.

1.7. The Partnership has a right to carry out business activity that answers the aims of the Partnership.

1.8. The Partnership answers for its commitments by all its property. The Partnership does not answers for its members’ commitments. The members of the Partnership do not answer for the Partnership’s commitments.

1.9. When walkout of the Partnership inpayments and property deposited shall be not returned.

1.10. Location of the Partnership (its governing body and place of state registration): 35, Shkolnaya St., 109544 Moscow, Russia.

2. BASIC AIMES AND OBJECTIVES OF THE PARTNERSHIP

2.1. Basic aims of the Partnership are to help its members in:

• • combining efforts of civil society and business community for solving problems of the human environment and sustainable development of Russia;
  • providing channel of communication and collaboration between UNEP, as well as other international organizations, and civil society of Russia in the interests of protection and enhancement of the environment and sustainable development of Russia;
  • rendering support to UNEP and the Government of the Russian Federation in realization of international agreements, carrying out projects and other international programmes in the field of the environment and sustainable development;
  • standing for interests of Russia in UNEP and other international organizations on the problems of protection of the human environment and providing sustainable development;
  • providing broad information exchange on problems of the human environment, enhancement of human health and sustainable development;
  • establishing conditions for all-round exchange of ideas, experience, knowledge in organization and governance in the field of human environment, promotion of awareness among public at large, business community and other structures concerned on actions for better state of the environment, dissemination of information on scientific and technological achievements in the field of the environment, search and introduction of new forms of international cooperation in the interests of sustainable development of Russia;
  • encouragement of raising general level of environmental consciousness and education of public at large, business community and society as a whole.

2.2. The objectives of the Partnership are as follows:

• • drawing the attention of the public, business community, governmental bodies, as well as nongovernmental associations to the problems of the environment and sustainable development in Russia and all over the world;
  • dissemination of information about the activity of UNEP and other international organizations on problems related to the environment, human health and sustainable development; wide information of public, state agencies and nongovernmental organizations, as well as scientific, industrial and business communities and individuals about aims and objectives of UNEP, documents and decisions of international forums in this field;
  • participation in the UNEP’s programme activity and involvement of the appropriate agencies, institutions and organizations of Russia into international cooperation in the field of the environment and sustainable development;
  • supporting experience exchange and development of cooperation between Russia and other countries in combating problems of human environment, human health and sustainable development;
  • issuing and disseminating printed materials (collections of works, conference proceedings, reviews, training manuals etc.) dealing with the work of the Partnership as well as annual report on its activity;
  • facilitating the development of relations between governmental institutions and services, trade unions and other associations, universities, scientific and educational centres, working in the field of study and protection of the environment and sustainable development;
  • taking participation in development of national action plans of Russia on meeting its commitments in the field of the environment and sustainable development;
  • within the frame of the Partnership’s power giving support to the activity of ministries, agencies, public organizations of Russia in realization of projects of UNEP and other international organizations, dealing with the problems of the environment and sustainable development;
  • organizing discussions in the Russian Federation on the subject of the Partnership;
  • collecting and analyzing information on the environment and sustainable development, using for this purpose capabilities of existing public and other structures, scientific institutions and other means;
  • organising conferences, symposiums, working meetings, exhibitions and other events on the problems of the environment and sustainable development, participation in realization of special programmes;
  • carrying out environmental expertise of various projects in the field of the environment and sustainable development;
  • encouraging international humanitarian exchange, including exchange of young scientists, students and pupils, taking part in educational programmes in the field of the environment and sustainable development;
  • organisation of material and technical support to the work within the frame of the Partnership’s activity;
  • supporting development of sustainable international tourism and environmental tourism in Russia;
  • organisation of  training and probation of Partnership members and other persons being sent to other countries, on the decision of the Partnership;
  • providing visa support to persons, invited by the Partnership.

2.3. In order to accomplish these aims and objectives the Partnership in line with the present legislation shall carry out the following activity:

• • concluding agreements and applying other forms of cooperation with foreign organisations participating in realization of plans of UNEP and solving problems of sustainable development;
  • carrying out  collaboration with federal, regional, local and other structures of different forms of property in order to attain the Charter’s aims of the Partnership;
  • organising independent environmental expertise of various projects in the field of the environment and sustainable development;
  • engaging Russian and foreign specialists as consultants;
  • obtaining and renting various equipments in Russia and abroad needed for attainment of the Partnership’s aims;
  • developing and realizing programme of its activity;
  • disseminating information about its activity;
  • analyzing and selecting the most actual and promising proposals on economic activity, maintain and, if necessary, participate in financing and realization of particular projects in the field of the environment;
  • establishing various kind of economic organisations, having status of juridical bogy;
  • setting up creative groups to carry out investigations and developments, as well as promotional activity both by request of enterprises, organisations, economical and other bodies and its own initiative; in this connection the Partnership shall determine upon a course of action and wage rate as wel as material reward of invited specialists;
  • carrying out informational, advertising and publishing activities, issuing scientific works, magazines, booklets, bulletins, posters and other issues of informational and educational character;
  • organising and holding contests, exhibitions, presentations, business tours, conferences, seminars, colloquiums, symposiums, congresses, discussions and other events of scientific and practical character;
  • organising fairs and auctions;
  • holding public discussions and nominating works of the Partnership‘s members to various kind of awards;
  • accumulating funds for target programmes of the Partnership;
  • creating social and material base for carrying out the Partnership objectives assigned in this Charter;
  • facilitating involvement of authoritative scientists, representatives of state structures and institutions in development and realization of programmes and projects in the field of the environment and sustainable development;
  • in line with present legislation, carrying out foreign-economic activity aimed at attaining the Partnership’s goals assigned in this Charter;
  • carrying out business activity, which is not in conflict with legislation, in order to obtain funds for fulfillment objectives assumed in accordance with this Charter;
  • applying admitted in the international practice forms and means of international humanitarian and scientific exchange, including business tours of Russian citizens, scientists and specialists to other countries and invitation of foreign ones in Russia to work on the projects, participation in conferences, seminars, meetings and other events;
  • organising and carrying out the projects both itself and together with Russian and foreign organisations, enterprises, firms, public movements etc.;
  • entering into direct contacts with state's central and local authorities and other organisations and institutions in Russia;
  • making suggestions on general directions of participation of the Russian Federation in UNEP and other international organisations in the field of sustainable development, protection of the environment and rational use of natural resources;
  • taking part in the development and implementation of plans of the Russian Federation in the activity of UNEP and other international organisations;
  • rendering support to other organisations in developing projects and other activities for solving their environmental problems;
  • instituting of prizes, scholarships and other kind of incentives for the activity in the field of the environment and sustainable development in Russia;
  • establishing special funds for funding individual environmental projects, developing and realizing essential financial and economic programmes in the field of the environment;

2.4. The Partnership carries out other, notunlawful, kind of activity, which is aimed at realization of objectives assigned in this Charter and when does not conflict with the present legislation of the Russian Federation.

2.5. The Partnership may carry out licensing activity after receiving necessary authorization from the appropriate state structure.

3. MEMBERSHIP

3.1. Juridical bodies or physical persons, which aims and objectives correspond to ones of the Partnership, who recognizes this Charter and pays membership fees may be a member of the Partnership.

3.2. Membership is a voluntary act and comes into force after a decision of Presidium of the Partnership on this matter. In order to get admission to membership in the Partnership, juridical bodies should put in an application and have a decisions of their governing body on the matter, but physical persons – just put in an application.

3.3. Members of the Partnership have equal rights and perform equal duties;

3.4. Member of the Partnership shall be expelled from the organisation by the decision of the Partnership’s Presidium in case of violation of this Charter.

3.5. Member of the Partnership may leave the organization by notifying the Partnership’s Presidium about it 30 days beforehand.

3.6. Members of the Partnership have rights:

• • to elect and to be elected in the elected organs of the Partnership;
  • to submit proposals for consideration to the governing organs of the Partnership on all matters of its activity;
  • to take part in the General Meetings of the Partnership, submit proposals, state their points of view and participate in open discussions on all issues in line with the General Meeting’s regulations;
  • to take part in all kinds of activity, held by the Partnership;
  • to seek help of the Partnership to defense their legitimate interests;
  • to leave voluntary the Partnership.

3.7. Members of the Partnership should:

• • follow the Charter of the Partnership and fulfill decisions of the Partnership's governing organs taken within the frame of their power assigned by this Charter;
  • pay membership fees.

3.8. The Partnership has no responsibilities for obligations of its members, but members of the Partnership has subsidiary liability for obligations of the Partnership;

4. STRUCTURE AND ADMINISTRATION OF THE PARTNERSHIP

4.1. Governing organs of the Partnership:

• • General Meeting of the Members,
  • Presidium of the Partnership,
  • President and Vice-Presidents,
  • Executive Director,
  • Coordinating Council,
  • Control and Auditing Commission

4.2. The General Meeting of the Members (or their plenipotentiaries) of the Partnership is the highest governing organ of the Partnership (further as the General Meeting).

4.2.1. The following issues are in the exclusive power of the General Meeting:

• • adoption of the Charter of the Partnership, making alterations in it;
  • discussion and adoption of the annual reports of the Control and Auditing Commission; 
  • election and pre-term cessation of power of members of the Partnership’s Presidium;
  • election and pre-term cessation of power of the President and the Executive Director of the Partnership;
  • election and pre-term cessation of power of the Control and Auditing Commission of the Partnership;
  • taking decision on reorganization and liquidation of the Partnership;

The General Meeting may consider and decide fundamentally any question relating the Partnership activity.

4.2.2. Members of the Partnership which are juridical bodies shall take part in the General Meeting through their plenipotentiaries. Members of the Partnership – physical persons shall take part in the General Meeting themselves or through their plenipotentiaries.

4.2.3. Every member of the Partnership has one voice. The General Meeting has power if not less than 2/3 members of the Partnership take part in the General Meeting. Decision of the General Meetings shall being made by vote of more than half members of the Partnership. Procedure of voting (secret one or by show) shall be a subject of decision of the participants.

4.2.4. Holding and work of the General Meeting shall be organized by the Presidium of the Partnership.

4.2.5. The General Meeting shall be held not less than once a year.

4.2.6. Procedure of convening and holding the General Meeting, as well as its agenda shall be determined by the regulations of the General Meeting, adopted by the Presidium of the Partnership.  

4.3. Presidium of the Partnership

4.3.1. The Presidium of the Partnership is a standing collective organ of the Partnership that shall carry out general governance of the Partnership in a period between General Meetings. The Presidium of the Partnership shall be elected for a term of 5 years. The Presidium shall hold its meetings as required, but not less then once a year. It shall decide all matters of the Partnership’s activity with the exception of those ones, which are in the power of the General Meeting. The Presidium shall be accountable to the General Meeting of the Partnership and shall give a report to the General Meeting about its work. The President of the Partnership shall lead the Presidium.

4.3.2. Number of members of the Presidium shall be determined by the General Meeting. The Presidium includes: The President, the Vice-Presidents, the Executive Director, the Chairman of the Coordinating Council and members of the Presidium.

4.3.3. The following issues shall be in the power of the Presidium of the Partnership:

• • governance of the Partnership’s activity in a period between General Meetings;
  • implementation of the General Meeting decisions;
  • taking decisions on convening, date and place, as well as agenda of the regular (or special) General Meeting;
  • adoption of annual report and annual financial balance of the Partnership;
  • adoption of the financial plan of the Partnership and making necessary corrections in it if needed.
  • establishing branches and representations of the Partnership;
  • participation in other organizations, as well as decision on admission to and expulsion from the Partnership;
  • decision on joining the Partnership to other non-profit organizations;
  • ensuring realization of foreign-economic relations in line with current legislation;

Decisions of the Presidium shall be taken by simple majority of more than half of the Presidium’s members participating in the meeting.

4.4. President of the Partnership.

4.4.1. The President of the Partnership organizes the work of the Partnership’s Presidium. The President shall be elected for a term of 5 years. In the absence of the President, one of the Vice-Presidents on the instructions of the President shall fulfill temporarily his duties.

4.4.2. The President of the Partnership shall:

• • carry out leadership of the Partnership, chair the meetings of the Presidium and bear responsibility to the General Meeting for achieving aims and fulfillment of objectives required by this Charter.
  • represent the Partnership in mutual relationship with the governmental structures, juridical bodies and physical persons;
  • deliver reports to the General Meeting about his work;
  • determine functions and power of Vice-Presidents and directs their work;
  • take decisions on the Partnership activity, arising from the aims and objectives of the Partnership.

4.5. Executive Director.

4.5.1. Executive Director shall be elected for a term of 5 years.

4.5.2. The following issues are in the power of the Executive Director:

• • carrying out operational management of the Partnership, organizing fulfillment of decisions, taken by the General Meeting and the Presidium, and coordinating activity of all organs and staff of the Partnership;
  • issuing orders relating the Partnership activity;
  • representing the Partnership without letter of attorney in relations with the state, public and international organizations, other associations and persons, including relations with juridical and other law-enforcement structures;
  • within the frame of its power, without letter of attorney, concluding by the name the Presidium agreements, contracts etc. as well as establishing the accounts in banks and realizing property rights of the Partnership;
  • adopting a structure and a list of the staff members of the Partnership, allocating responsibilities among the personnel, employing and dismissing personal of the office, establishing wage rate and applying the practice of encouragement and penalty;
  • giving letters of attorney and delegating necessary power to members of the Presidium and other officials of the Partnership;
  • disposing property and finance of the Partnership within the frame of its power, adopting programmes and finance plan, establishing the accounts in banks;
  • making decisions on other questions which are out of the power of the General Meeting, the Presidium and the President of the Partnership;
  • informing annually the appropriate registration agencies about the Partnership’s activity, including information about the address of the standing organ, its name and leadership of the organisation.

4.6. Coordinating Council.

4.6.1. Coordinating Council is a consultative organ of the Partnership. It shall be composed of authoritative scientists, representatives of state structures and institutions interesting in and supporting the activity of the Partnership;

4.6.2. Chairman of the Coordinating Council shall be elected upon the recommendation of the Presidium of the Partnership. He is a member the Presidium in accordance with its capacity;

4.6.3. The Chairman of the Coordinating Council shall submit proposals to the General Meeting on main programmes of scientific and practical activity of the Partnership;

4.6.4. The Coordinating Council shall carry out coordination of the activity of the organisation and projects, worked out with participation of the Partnership;

4.6.5. The Coordinating Council shall hold its meetings as required.

4.7. Control and Auditing Commission.

4.7.1. The Control and Auditing Commission of the Partnership, consisting of a Chairman and members of the Commission, shall be elected for a term of 5 years and accountable to the General Meeting.

4.7.2. The following issues are in the power of the Control and Auditing Commission:

• • audit of the financial and economic activity of the Partnership;
  • inspection of the financial and economic activity of the Partnership not less than once a year.

4.7.3. Meetings of the Control and Auditing Commission shall be convened by the Chairman of the Commission as required, but not less than once a year. Meeting has power if more than half of the members of the Commission takes part in it. Report of the Commission shall be submitted to the General Meeting.

4.7.4. The Commission shall work on the base of the Regulation adopted by the General Meeting.

5. FINANCE AND PROPERTY OF THE PARTNERSHIP

5.1. Sources of formation of the Partnership’s property, both in financial or other forms, are as follows:

• • regular and one-time inpayments of the Partnership’s members;
  • voluntary material inpayments and subscriptions;
  • income from realization of works and services;
  • share dividends;
  • incomes from the Partnership’s property;
  • other inpayments not prohibited by the law.

5.2. Financial resources of the Partnership shall be used for:

• • financing programmes, projects, researches implemented by the Partnership in line with this Charter;
  • preparation and holding scientific and practical events (contests, congresses, conferences etc.);
  • education, advanced training, promotion and dissemination of good practice in the field of the environment;
  • strengthening material and technical base of the Partnership;
  • development of international relations;
  • establishment of special entities as a juridical bodies for achieving goals stated in this Charter;
  • holding General Meetings of the Partnership and meetings of the Partnership’s Presidium;
  • maintaining and material and technical provision of the Partnership’s staff, its branches and representations;
  • other costs in line with aims and objectives of the Partnership.

5.3. Means of the Partnership shall be used for attaining aims and objectives of the Partnership stated in this Charter, in line with the budget adopted by the Presidium.

5.4. Control of means shall be in the exclusive power of the Partnership. Members of the Partnership have no detached rights on the objects belonging to the Partnership, including those ones given up by them as a membership inpayment.

5.5. The Partnership in line with the present legislation shall carry out business activity and set up economic entities as juridical bodies only for implementation of the aims and objectives assigned in this Charter.

5.6. Incomes from business activity shall be used only for attainment of aims of the Partnership, and can not be allotted to its members.

5.7. The Partnership may have in its property buildings, constructions, installations, vehicles, facilities, equipment, property of social purpose, funds and other kind of property needed for material provision of the activity in line with this Charter.

6. ALTERATIONS AND ADDITIONS TO THE CHARTER

6.1. Alterations and additions to the Charter may be done upon the decision of the General Meeting in line with the Civil Code, Federal Law “On Non-Profit Organisations” and other Federal laws.

6.2. Alterations in the Charter come into force since their state registration.

7. PROCEDURE OF CESSATION AND REORGANIZATION OF THE PARTNERSHIP

7.1. The Partnership may be reorganized in line with the existing legislation.

7.2. Reorganization may be done in form of amalgamation, joining, division and transformation. It also may be transformed in fund or autonomous non-profit organization, as well as economic entity in line with the current legislation.

7.3. The Partnership is considered reorganized, with the exception of reorganization in form of amalgamation, since the registration of new organisation (organizations).

In case of joining other organisation to the Partnership it considered to be reorganized since official liquidation of the organization joined to the Partnership.

7.4. State registration of the new partnership as a result of reorganization and liquidation of the former partnership which is reorganized shall be done in line with existing legislation.

7.5. The Partnership may be liquidated in line with the existing legislation.

7.6. Members of the Partnership or organ, which takes a decision on liquidation, shall appoint a Liquidation Commission and establish procedure and terms of liquidation in line with the existing legislation.

7.7. Since the appointment of the Liquidation Commission it shall take power on management of the Partnership. The Commission shall stand in the court in the name of the Partnership.

7.8. The Liquidation Commission shall announce information about liquidation of the Partnership in appropriate media and terms of putting in claims by creditor.

7.9. The Liquidation Commission shall take measures to find creditors and receiving notes payable, as well as notify creditors by letter about liquidation of the Partnership.

7.10. After deadline for claims the Liquidation Commission shall make up an intermediate liquidation balance which shall be adopted by members of the Partnership or organ which took a decision on liquidation.

7.11. Payments to creditors shall be done by the Liquidation Commission in line with the existing legislation.

7.12. After payments to creditors the Liquidation Commission shall make up a liquidation balance, which shall be adopted by members of the Partnership or organ which took a decision on liquidation.

7.13. Remains of the property after granting creditors demands shall be divided between members of the Partnership in line with the current legislation.

7.14. Liquidation of the Partnership shall be considered accomplished after entry into the United State Register of Juridical Bodies.