AAE Documents

Adopted in a new wording
at the Conference,
December 3, 2014

CHARTER
of the Association of Automotive Engineers
(PSRN 1035000018240)
2014

1. GENERAL CONDITIONS

1.1. Association of Automotive Engineers is a non-profit corporate organization, based on the membership, created for representation and protection of common interests, including professional interests, for the implementation of goals determined by this Charter.

1.2. The full name of the Association in Russian: Ассоциация автомобильных инженеров.

The abbreviated name of Association in Russian: ААИ.

The full name of the Association in English:

Association of Automotive Engineers

The abbreviated name of Association in English: AAE

1.3. The Association acts on the basis of the existing legislation of the Russian Federation, the Civil Code of the RF and the Charter.

1.4. The Association is the legal entity from the moment of its state registration; can be the claimant and the respondent in Commercial and Arbitration courts; has independent balance, fixed and current assets, settlement, currency and other accounts in banks, official name, stamp, letterheads with its name.

1.5. The Association is the owner of its property. The Association is liable to the full extent of its property, to which a court-enforced collection can be imposed in accordance with the existing legislation.

The Association is not liable for its member’s obligations. Members of the Association bear subsidiary liability for unfulfilled and / or improper fulfillment of the obligations of the Association due to the impossibility of their execution, in proportion to their annual membership fee, and in any case in an amount not exceeding the amount of the annual membership fee.

1.6. Location of the permanent governing body – the Board: Avtopoligon, Dmitrov district, Moscow region, Russia, 141830.

2. OBJECTIVES and OCCUPATION of the ASSOCIATION

2.1. Objective of the Association is the cooperation of members in order to coordinate their professional activities, and representation and protection of common property interests.

2.2. In order to achieve its Charter objectives, the Association in the manner prescribed by law shall do the following:

organizing and conducting symposia, conferences, seminars, exhibitions and other forms of dissemination of best practices in automotive industry and operation of automotive vehicles;
development and dissemination of standards based on the best (prospective) international and national requirements and regulations;
organizing and conducting educational, methodical and scientific activities aimed at training, retraining and skills development of the automotive industry and road transport experts;
organizing and conducting prospective research of the topical issues in the field of automotive industry and operation of auto- motor- equipment;
preparation and edition of methodical materials, practical recommendations, development of prospective standards in the field of automotive engineering, release of newsletters and directories;
rendering scientific and technical, informational, consulting and other services in the field of automotive testing and certification to Association members, to other interested state, non-state and public organisations, including the organisations (societies) of consumers;
publishing and issuing the scientific and research, informational and advertising periodicals.

2.3. The legislation of the Russian Federation may impose restrictions on the activities that the Association has the right to be engaged in.

2.4. Some activities can be carried out by the Association only on the basis of special permit (license). The law determines the list of these activities.

2.5. The Association may engage in entrepreneurial and other income-generating activities only insofar as it serves the purposes for which it was created.

3. RIGHTS and OBLIGATIONS of the ASSOCIATION

3.1. To achieve the objectives defined by the Charter the Association in the manner prescribed by law, is entitled to:

organize its own activities for achievement of charter objectives;
possess the credits of the state and commercial banks;
organize seminars, conferences, symposia, consultations and press-conferences;;
distribute printing and radio-electronic information, as well as to conduct any other information activities necessary for implementation of Associations objectives;
participate in development of decisions of public authorities and local government bodies;
take part in decision making by public authorities and local authority;
freely disseminate information on its activities;
establish mass media and carry out publishing activities;
represent and protect the rights, legitimate interests of the members and participants, and also other citizens in public authorities, local government bodies and public associations;
initiate various questions of public life, to make offers in public authorities;
maintain direct international contacts and communications;
establish branches in the Russian Federation and representative offices in foreign countries;
be engaged in business activity for the purpose of the solution of the charter objectives and tasks of the Association (the income from the specified activities goes for charter objectives of the Association);
establish legal entities and participate in other legal entities;
take part in the state, municipal, private, international, social and humanitarian programs and projects aimed at achieving the charter objectives of the Association;
engage in foreign trade activities in accordance with the legislation of the Russian Federation;
exercise other rights in accordance with the current legislation of the Russian Federation.

3.2. The Association is obliged to:

observe the legislation of the Russian Federation, the conventional principles and the regulations of international law concerning the sphere of its activities, and also the regulations provided by its Charter and other constituent documents;
provide availability of acquaintance with the annual report on use of the property;
to inform, annually, the body which has made the decision on the state registration of nonprofit organisation, on continuation of the activities with indication of the valid location of constantly operating governing body, its name and data on heads of the Association in volume of the data included in the single state register of legal entities;
represent at the request of the body making decisions on the state registration of nonprofit organisation, the decision of governing bodies and officials of the Association, as well as annual and quarterly reports on the activities in volume of the data represented to tax authorities;
bear other obligations arising from this Charter and the existing legislation of the Russian Federation.

4. BRANCHES and REPRESENTATIVE OFFICES of the ASSOCIATION

4.1. The Association has the right to establish branches and representative offices in the territory of the Russian Federation in accordance with the existing legislation of the Russian Federation.

4.2. A branch of the Association is a separate unit located outside the location of the Association and carries out all of its functions or part of them, including the function of the representative.

4.3. A representative office of the Association is a separate unit located outside the location of the Association and represents and protects the interests of the Association.

4.4. Branches and representative offices of the Association are not legal entities; provided with the property of the Association and act on the basis of regulations approved by it. The property of a branch or a representative office is recorded on a separate balance sheet of the Association.

4.5. Heads of branches and representative offices are appointed by the Association and act on the basis of power of attorney issued by the Association.

4.6. Branches and representative offices shall operate on behalf of the Association. The Association shall bear the responsibility for the activities of its branches and representative offices.

5. ESTABLISHMENT of the ASSOCIATION’s PROPERTY

5.1. The Association can own buildings, facilities, housing, equipment, inventory, cash in rubles and foreign currency, securities and other assets. The Association may own or lease land.

5.2. Sources of property forming in cash and other forms are the following:

systematic and non-recurrent payments from members;
voluntary property contributions and donations;
revenue from fulfilled works and rendered services;
dividends (income, interest) received on shares, bonds, other securities and deposits;
income derived from the property of the Association;
others non-prohibited contributions.

5.3. The size of initiation, regular (annual membership) and one-time (target) contributions credited to the account of the Association shall be determined by the Board of the Association and approved by the General Meeting of the Association.

5.4. Contributions of members, the revenue of the Association, as well as all acquired it at its own expense property is owned by the Association, and may be used exclusively for the implementation of goals and objectives and cannot be distributed among the members of the Association.

5.5. In accordance with the law the Association keeps accounting and statistical records and reports.

6. RIGHTS and OBLIGATIONS of MEMBERS of the ASSOCIATION

6.1. Individuals or legal entities that share the goals of the Association and admitted to membership on the terms and conditions stipulated herein may become members of the Association. Foreign residents and stateless persons may become members of the Association, except in cases established by federal laws or international treaties of the Russian Federation.

6.2. Conditions and procedure for admission to the Association:

6.2.1. Alternate member of the Association presents a written request together with a written recommendation by a member of the Association to the Executive Director.

6.2.2. The Executive Director acquaints the alternate member with this Charter as well as with the order and conditions of admission to membership. Information on the size, order and terms of membership fees is provided to the alternate member of the Association against acknowledgement.

6.2.3. Within three days after receiving the documents referred to in 6.2.1 of this Charter, the Executive Director shall notify the Board of the Association for a new candidate and the referencer (member of the Association).

6.2.4. The admission of the alternate member to the Association membership is carried out taking into account the opinion of the Board, provided in writing

6.2.5. A candidate is considered admitted to the Association from the date of signing of the relevant agreement. Membership of the founders of this association does not require registration of the above procedure.

6.3. Members of the Association have the right to:

participate in Association management;
obtain information about the activities of the Association and to get acquainted with its accounting and other documentation (information is available within 10 days from the date of submission of a member’s written application, provided that the acquaintance with the documentation of the Association, including the accounting is done at the location of the Management Board);
appeal against the decisions of the governing bodies of the Association, entailing civil consequences in cases and in the manner stipulated by the current legislation of the Russian Federation;
elect and be elected to the governing bodies of the Association;
participate in the activities of the Association, in the implementation, financing and lending projects and programs of the Association;
receive support and protection of their rights and interests from the Association, as well as counseling, legal and other assistance;
on equal terms with other members use services rendered by the Association free of charge;
free to withdraw from the Association.

6.4. Members of the Association shall take the following commitments:

pay membership fees in terms and in the amounts determined by the Board of the Association;
comply with the requirements of current legislation of the Russian Federation, this Charter and other acts adopted by the Association within the framework of their powers;
not to disclose confidential information about the activities of the Association, and not to provide to third parties the information received from the Association;
to participate in corporate decision-making, without which the Association can not continue their activities in accordance with the law, if his participation is necessary for making such decisions;
not to perform any act aimed at deliberately harming the Association;
not to commit actions (inaction), which essentially make it difficult or impossible to achieve the objectives of the Association;
perform solutions adopted by the General Meeting and the Board of the Association.

6.5. Secession from the Association.

6.5.1. The member of the Association willing to secess shall make the corresponding application to the Executive Director, and the latter shall note the date of filling the application.

6.5.2. The Association member is considered to secess from the Association from the date noted in the application. The secession date shall not be later then the date of the application, neither then the day next to the application if another date is not specified in the application.

6.5.3. Upon secession of a member of the Association, regular (annual) and one time (target) contributions previously made by the member of the Association shall not be refunded.

6.6. An exclusion from the Association.

6.6.1. A member of the Association may be excluded in accordance with the decision of the existing members in the following cases:

the violation of the Association Charter;
nonpayment of admission or membership fees on time;
engage in activities prohibited by law, or bring to discredit the objectives of the Association.

6.6.2. Order of the exclusion from the Association:

Any member of the Association can become the initiator of the exclusion.

The exclusion decision shall be made in the form of the document consisting of three parts:

the reasoning part, which comprises the justification of exclusion and shall be prepared by the initiator and provided to others members of the Association as well as to the excludable member, for reading, at that the latest shall be provided with the reasoning part against written acknowledgement with data specified (in case the excludable member refuses to sign, the special document shall be compiled);
explanation of the excludable member that he is obliged to provide, within 14 days from the date of receipt of the reasoning part of the Decision on exclusion (in the case of non-explanation within a specified period, decision to exclude can be taken without any);
the resolute part of the Decision on exclusion, signed by all the remaining members of the Association, together with the date of signing in front of the names of each member of the Management Board.

6.6.3. A member is considered to be excluded from the day following the date of signing the Decision on exclusion.

6.6.4. Details of the Decision on exclusion from the Association brought to the attention of the members of the Association at the next General Meeting of the Association and the exclusion of a member shall be sent by registered mail.

6.7. Member of the Association, secessed of it on his own or excluded by decision of the Association Board shall bear subsidiary liability for its obligations in proportion to their last annual membership fee for two years from the date of withdrawal or expulsion from the Association.

7. ASSOCIATION MANAGEMENT

7.1. The supreme governing body of the Association is the General Meeting of the Association.

The General Meeting of the Association shall be held at least one time a year.

The Extraordinary General Meeting may be convened on the initiative of at least 1/3 of the Association members, as well as at the request of the Auditing Commission. On the convening of the General Meeting of the Association all members shall be notified personally, no later than 30 days before the date of the General Meeting

7.2. Each member has one vote.

7.3. The exclusive competence of the General Meeting of the Association are:

identify priority activities of the Association, the principles of formation and use of its property;
approval and amendment of the Charter of the Association;
determination of the order of admission to the membership of the Association and the exclusion from its members;
the election of the President of the Association and the Board of the Association, as well as pre-term termination of their powers;
deciding on the establishment of other legal entities by the Association, on the participation of the Association in other legal entities, for the establishment of branches and opening of representative offices
decisions on reorganization and liquidation of the Association, on the appointment of the liquidation commission (liquidator) and approval of the liquidation balance sheet;
election of the Audit Commission and the appointment of an audit organization or individual auditor;
decision on the procedure for determining the amount and method of payment of membership fees, additional property contributions of Association members to its property and the amount of their vicarious liability for the obligations of the Association.

The General Meeting of the Association can accept to consider any matter relating to the activities of the Association.

7.4. The General Meeting of the Association shall be valid if attended by more than half of its members.

Decisions on all matters shall be taken by the General Meeting by a simple majority of votes present at the meeting of the Association members.

Decisions on matters within the exclusive competence of the General Meeting shall be taken unanimously.

7.5. Association Board is a collegial management body, elected by the General Meeting of the Association for a period of five years.

The Board consists of: President, Vice-Presidents, members of the Board. President supervises the work of the Board.

7.6. The competence of the Board of the Association are:

determining the size of the initiation, regular (annual membership) and one-time (target) contributions;
submit to the General Meeting of the Association draft amendments to the Association Charter;
submit to the General Meeting of the Association long-term plans of the Association;
approval of the annual report and annual balance sheet;
approval of the financial plan of the Association and amendments to it;
review and approval of cost estimates of the Association;
approval of the structure of the Association;
deciding on the establishment of other legal entities by the Association, on the participation of the Association in other legal entities, on the establishment of branches and opening of representative offices;
deciding on issues of admission to the membership of the Association and the exclusion from its members.

Meetings of the Association Board deemed competent if more than half of the members of the Association Board are involved.

The Association Board may accept for consideration any matter relating to the activities of the Association, which is not referred by this Charter to the exclusive competence of the General Meeting of the Association.

It is allowed to hold a meeting of the Association Board in the form of absentee voting (absentee voting). At the same time the results of absentee voting members of the Association Board shall be formed into a report on the meeting of the Board, which is signed by the President of the Association and the Secretary of the Board. Members of the Board of the Association whose ballots are received prior to the deadline for receipt of ballots shall be considered attended the meeting of the Association Board, held in the form of absentee voting.

7.7. President of the Association, elected by the General Meeting of the Association for a period of five years presides over meetings of the Association Board. President of the Association may be elected for a new term repeatedly.

7.8. President of the Association:

concludes transactions, manages the property of the Association and is the manager of credits;
opens up all kinds of bank accounts;
is responsible for the activities of the Association to the General Meeting of the Association members;
organizes the accounting and reporting of the Association and shall be responsible for its authenticity;
submits for the approval of the administration of the Association's annual report and balance sheet of the Association;
hires and fires the Executive Director and the Chief Accountant of the Association;
performs other functions assigned to him by the General Meeting and the Board;
performs within its authority, any other actions necessary to achieve the objectives of the Association;
chairs the Association Board;
presides over meetings of the Association Board;
organizes the convening of the General Meeting of the Association;
takes a decision on participation in other organizations;
carries out general management of the Association in the period between the General Meetings of the Association;
represents the Association in public authorities, to all public institutions and non-governmental organizations and other institutions of various forms of property in Russia and abroad;
without power of attorney acts on behalf of the Association;
disposes within the limits approved by the Association Board financial plans and cost estimates, Association expenses, concludes contracts and perform other legal actions on behalf of the Association, acquires and manages the property, opening and closing of bank accounts; signs contracts, commitments on behalf of the Association;
reports on his work to the Association Board and the General Meeting of members;
decides on the economic and financial activities of the Association;
carries within his competence, personal responsibility for the use of funds and property of the Association in accordance with the statutory goals and objectives.

7.9. Vice Presidents head the areas of work in accordance with their allocation by the Association Board.

7.10. In the absence of the President, his functions are carried out by the one of the Vice Presidents, appointed by the President. If it is impossible to appoint the Vice President as Acting President by the President himself, these duties shall be performed by the Management Board.

The President considered absent if he can not perform his duties in the absence of (being on vacation, business trip, etc.) or because of health status (disability).

The decision on the imposition of the duties of the President to the Vice President shall be issued by the order or decision of the President or the Management Board.

At impossibility of imposing the duty of the President to one of the Vice-Presidents, the President’s duties shall be entrusted to the Executive Director of the Association.

7.11. The Executive Director of the Association (shall be appointed by the President of the Association and acts on the basis of power of attorney):

ensures the implementation of the decisions of the General Meeting, the Board and the President;
organizes the ongoing work of the Association;
carries out the current policy of the Association determined by the General Meeting and the Board of the Association;
ensures the preparation of Board meetings;
implements specific plans, programs and individual activities of the Association;
organizing a centralized accounting of the Association members;
organizes registration of membership and other fees;
maintains a Register of Association members;
provides documents proving Association membership to its members;
in accordance with the structure approved by the Association Board approves the staffing of the Association, hires and fires staff members, establishes their remuneration;
ensures compliance with labor legislation and labor discipline, is responsible for implementing the necessary measures to comply with safety and health regulations by employees of the Association;
organizes paperwork of the Association as a whole, contributes to its proper implementation in the structural units, ensures the safety of confidential information obtained in the course of activities of the Association;
develops a draft budget and cost plan of the Association and submits it for approval to the Association;
exercise within the laws of the Russian Federation any other actions necessary to achieve the Charter goals of the Association, except for those, which, in accordance with the present Charter shall be the responsibility of the General Meeting, the Board and the President.

8. AUDITING BODY

8.1. Control of financial and economic activities of the Association is carried out by the Audit Committee, elected by the simple majority of the Association members from among the members of the Association for a period of 3 years. The size of the Committee is determined by the General Meeting of the Association. Members of the Audit Committee may not be officials of the Association.

8.2. The Audit Committee shall independently organize their work, guided by the decisions of the General Meeting. Member of the Association has the right to direct the requests for consideration to the Audit Committee. Requests shall be addressed to the Chairman of the Audit Committee. The Audit Committee gives responds to the requests of specified members of the Association within the time specified in the request, but not earlier than one month after receipt of the request.

8.3. Members of the Audit Committee shall be entitled to demand from officials of the Association all necessary documents and personal explanations. Officials of the Association shall not be entitled to refuse the Audit Commission in providing requested documents and explanations. Audits and checks should not violate the normal operation of the Association.

8.4. The Audit Committee directs the results of audition to the General Meeting of the Association members.

8.5. The Audit Committee is obliged to demand the convening of an extraordinary meeting in the event of a threat to the interests of the Association, as well as in case of abusive activity of the Association officials.

8.6. Regarding the results of the audit of financial and economic activities of the Association, the Audit Committee shall prepare a report, which must contain a verification of the data contained in reports and other financial documents of the Association, or information on violations of accounting procedures and financial reporting, as well as legal acts of the Russian Federation in the course of implementation of financial and economic activities.

9. ORDER OF MODIFICATION OF THE ASSOCIATION CHARTER

9.1. Changes in the present Charter shall be approved by the General Meeting of the Association unanimously and are subject to state registration in the manner prescribed by law.

9.2. Changes in the present Charter shall acquire legal force from the moment of their state registration.

10. REORGANIZATION and LIQUIDATION of the ASSOCIATION

10.1. The Association may be liquidated or reorganized in accordance with the Civil Code, the Federal Law "On Noncommercial Organizations" and other federal laws.

10.2. Reorganization of the Association may be done in the form of merger, accession, division, separation and transformation.

The association can be transformed in accordance with the current legislation of the RF. For the newly formed organization gains the rights and obligations of the reorganized Association in accordance with the transfer act.

10.3. The Association can be liquidated at the decision of the General Meeting of the Association on the basis and in the manner prescribed by the Civil Code of the Russian Federation and the federal laws.

10.4. General Meeting of the Association shall appoint a liquidation committee (liquidator) and establish the procedure and terms of liquidation of the Association, in accordance with the Civil Code of the Russian Federation and federal laws. Since the appointment of the liquidation committee, it shall assume the powers to manage the affairs of the Association.

10.5. Liquidation commission takes measures to publish information on the liquidation of the Association, drawing up of the liquidation balance and settlement with creditors of the Association in the manner specified by the current legislation.

10.6. In case of liquidation of the Association the property remaining after satisfaction of creditors' claims shall be distributed among the members of the Association in accordance with their property contribution, the amount of which does not exceed the size of their property contributions, unless otherwise provided by federal law.

The order of use the Association’s property, which value exceeds the amount of property contributions of its members shall be determined in accordance with Russian law.

10.7. Liquidation of the Association shall be deemed completed after making this entry in the Unified State Register of Legal Entities.

10.8. With the reorganization of the Association all documents (administrative, financial, economic, personnel) are transferred in accordance with the established rules of its successor.

10.9. In the absence of the legal successor the documents of the permanent storage, having scientific and historical value shall be transferred to the state archives "Mosoblarhiv", staff documents (orders, personal files, account cards and so on.) shall be deposited in the archives of the administrative district in which the Association is located. Transfer and ordering of documents is carried out by and at the expense of the Association in accordance with the requirements of archival bodies.

11. FINAL PROVISIONS

11.1. Association's activities which are not reflected (not fully reflected) in the present Charter shall be managed in accordance with the Civil Code of the Russian Federation, the Federal Law "On Noncommercial Organizations", other legal acts of the Russian Federation and the decisions of the General Meeting of the Association.

11.2. In addition to this Charter, the Association may create internal documents (regulations), in which the organization, management and control bodies’ issues, which do not contradict the current legislation and the present Charter, can be specified.