Inter-regional Association of the Regional Energy Commissions (IAREC)
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CHARTER OF THE INTER-REGIONAL ASSOCIATION OF THE REGIONAL ENERGY COMMISSIONS
GOALS, OBJECTIVE,AND MAIN ACTIVITIES
MEMBERS OF THE ASSOCIATION, THEIR RIGHTS & OBLIGATIONS
REORGANISING AND LIQUIDATING THE ASSOCIATION
1.1. Inter-regional Association of the Regional Energy Commissions (to be further on referred to as "the Association") is a non-commercial entity formed as an association.
1.2. The Association carries its activities in the territory of the Russian Federation in line with the stipulations of the Civil Code of the Russian Federation, Federal Law # 7-ÔÇ "On the non-commercial organizations" d.d. 12.01.1996, as well as other normative acts and the present Charter.
1.3. The Association is a legal entity that owns or rents and manages real property and responsible under the obligations taken by this property. The Association has a right to purchase property, entertains property and other rights, can act as a claimant or as a defendant in court.
1.4. The Association's activities come legal from the date of the official registration of the Association. The same refers to the disbanding the Association and putting an end to its functions, which is done through official entering in the Registry stating that the Association is considered disbanded.
1.5. The Association prepares its own balance, keeps banking accounts, including the free currency one, has a "round seal", stamps and stationary forms with the logo of the Association, the latter to be officially registered.
1.6. The Association has a right to establish its branch offices and representations in the territory of the Russian Federation. It also has a right to found other non-commercial organizations. All these activities are to comply with the legislation of the Russian Federation.
The branch offices and representations are not separate legal entities and act in accordance with the authority vested in them by the Association. All property for the branch offices and representation is to be provided by the Association.
The Association carries out its activities in the territory of the Russian Federation, but is also entitled to participate in the activities and become member of international associations and organizations, always in line with the legislation in force.
1.7. The Association is responsible for the obligations taken by the Association. This, however, does not cover the obligations taken by its members. The Association's property could be either confiscated or forfeited in recoup for the losses incurred and reasoned by the obligations taken by the Association, in line with the Russian legislation. The members of the association bear subsidiary responsibility within the limits of their initial membership fees. The property of the Association belongs to the Association. The Association is not responsible under the obligations of the State. The latter is reciprocally not responsible for the obligations taken by the Association
1.8. The Association is established with for an indefinite time period.
1.9. The full style of the Association is "Inter-regional Association of the Regional Energy Commissions"
1.10. The official address of the Association is "70, Moskovskaya Str., Volzhsky region, Saratov, 410600, Russian Federation.
II. GOALS, OBJECTIVE AND THE ACTIVITIES OF THE ASSOCIATION
2.1. The association is a voluntary non-commercial union established to ensure proper environment and working conditions for its members, as well as development and creation of principles, rules, norms and standards of economic regulation in the energy sector. The Association will protect the professional interests of its members.
2.2. Th main goals of the Association are:
a) to assist in creation of the effective system of regulation in the territory of the Russian Federation;
b) to participate in the development and implementation of the uniform tariff policy both on the Federal and regional levels aimed at raising the production efficiency, as well as energy;
c) to render organisational, legal, methodological and consultancy assistance to the members of the Association;
d) to participate in the development of the norms and methodology of regulation in the energy sector;
e) to study and disseminate the international and Russian experience in the regulation of the natural monopolies in the energy sector;
f) to assist in the development of the training and educational programmes aimed at raising the professional level of economic regulation of the natural monopolies in the energy sector;
g) to enhance and strengthen the ties between science, education and the practical regulatory process;
h) to assist the members of the Association in making maximum use of the existing legal, economical and organisational structure of the State in order to make their professional activities more effective;
i) to raise the prestige of the professional regulating authorities in the energy sector;
j) to represent the professional interests of the Association before the State or other administrative entities and authorities, assist the State in the development of decisions lying within the scope of professional interests of the Association's members.
2.3. To implement its tasks the Association would do its utmost to:
a) co-operate with the State, public, educational and other entities;
b) propose improvements in the existing methodologies and regulatory, as well as training and educational practice to the State, educational and public entities;
c) to organise congresses, conferences, seminars, "round-table" workshops, discussions, as well as prepare tenders;
d) to carry out expertise of the socially important projects and issues, as well as programmes and documents, and to establish for this purpose temporary working;
e) to participate in the process of education of the population and promotion of the concept of monopolies' regulation;
f) to get engaged in publishing activities;
g) to carry foreign trade;
h) to disseminate information on the Association's activities;
i) to represent in the State and local administrative and public bodies and defend the legal rights of the Association's members;
j) to provide consultancy services to the members of the Association;
l) to develop further co-operation and co-ordination of activities with other regulatory entities in the energy sector;
m) to function in line with the Federal Law "On the non-commercial organisations" based on the principles of self-financing;
n) to engage in other activities that do not contradict the stipulations of the present Charter or the Russian legislation.
3.1. The founders of the Association, their banking details and official address are stated in the Founding agreement.
3.2. The founders of the Association are to transfer their membership fees not later than 30 days after the date of their official written notification by the Executive Director of the State registration of the Association. In case of failure to transfer the membership fees, as above, the members of the Association guilty of non-payment will automatically loose his membership rights. The value of the membership fee is stated in the Founding agreement.
IV. MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS
4.1. The members of the Association could be either standing or associated ones. They are to pay their entrance and regular membership fees.
4.2. The standing members could be either Regional Energy Commissions or the FEC of Russia, provided they share the views, goals and objective of the Association, accept the stipulations of the present Charter and participate in the Activities of the Association. They also are to pay their entrance and membership fees.
4.3. The associated member could be any legal entity irrespective of its organisational and property structure and status, provided it shares the views and goals of the Association, approves of the stipulations of the present Charter and agrees to participate in the activities of the Association and pay the membership fees in line with the Charter's stipulation.
4.4. The membership in the Association is to be based on a written application submitted by an applicant. The application should mandatory contain the confirmation of an applicant's absolute agreement to the goals, aims and objective of the Association. Payment of the admission fee is one of the main pre-requisites of the membership.
4.5. The association of new members is done by the Managing Board with further confirmation of the membership by the General Assembly of the Association. The decision is considered passed if the simple majority of the voting members approve it.
4.6. The Managing Board will append their comments to the application submitted for consideration by the General Assembly.
4.7. The General Assembly will consider the application submitted to the Managing Board and either approves or denies the membership rights to the applicant, with further notification of the latter within 10 days after the decision is taken.
4.8. The General Assembly can deny the applicant the right to become a member always stating the reason for such a decision.
4.9. The new member of the Association is to pay the admission fee within one month after the Managing Board posts a positive decision on his candidacy.
4.10. The Association members must pay their membership fees every quarter of a year. The volume of each payment is stated in the decision posted by the Managing Board. The funds accrued from the membership fees are managed by the Association.
4.11. The members of Association have the right to:
a) Motion proposals and participate in the discussions of the items pertaining to the Association's activities;
b) Make use of the assistance, services and support rendered by the Association to its members free of any additional charge;
c) Be supported by the Association in protection of their legal rights and interests against the unjustified actions of the public and other authorities;
d) Disseminate information on their activities and goals in the periodicals published by the Association;
e) Enter proposals on the improvement of the Association's activities;
f) Appeal the decision of the Association's members to suspend their membership to the General session;
g) Exercise their authority at the General session through their nominees;
h) Receive all periodicals published by the Association;
i) Receive the Association's annual report;
j) Participate in all the activities organized by the Association;
k) Withdraw from the Association submitting a respective one-month's notice to the Management board.
4.12. The members of Association are obliged to:
a) Pay their membership fees and other mandatory payments in due time;
b) Assist the Association in achieving its goals and objective;
c) Respect the stipulations of the Charter and other internal documents of the Association, take active part in the activities spearheaded at the achievement of the goals and the objective set by the Association;
d) Co-operate in the implementation of the decisions of the Association's Management;
e) Submit all information necessary for the success of the Association's activities.
4.13. The associated members retain their financial and legal independence.
4.14. Any member can be expelled from the Association for violation of the Charter's stipulations. The decision to expel a member is to be taken at the General session by an open ballot and is considered passed provided two thirds (2/3) of the voting members have supported the motion.
5.1.The management of the Association with the exception of the President can include only the full members of the Association.
5.2. General Assembly of the Association
5.2.1. The General Assembly of the Association is the supreme managing institution in the Association. The general Assembly is to be convened not less than once a year.
5.2.2. The members of the Association are appraised of the agenda and the meeting date minimum one month in advance.
5.2.3. Regular meetings of the General assembly are called by the Managing Board not less than once a year. However, on the initiative of the Managing Board, or the Auditing Committee, or one third of the voting members an irregular meeting could be convened.
5.2.4. The General Assembly is entitled to discuss any matter pertaining to the functioning of the Association. The authority of the General Assembly extends to:
a) approval and amending of the Charter of the Association;
b) determining of the priority activities and approval of the Association's agenda, as well as principles of forming and use of the Association's property;
c) approval of the Association's reports on the activities;
d) election of the Managing Board and President of the Association;
e) election of the members of the Auditing Committee;
f) participation in the hearings and approval of the financial and other reports of the Board;
g) approval of the Auditing Committee's reports;
h) taking decision on the re-organising or disbanding of the Association, including decision on the establishment of the liquidation commission and approval of the liquidation financial report;
i) approval of the organisational structure of the executive entities of the Association (as proposed by the Board);
j) voting on the association of the new members;
k) approval of the maximum value of the expenditures from the common fund formed from the membership fees;
l) approval of the participation of the Association in the activities carried by other organisations and entities;
m) opening of branch offices and representations of the Association;
n) determining the ways to accrue the funds of the Association and the schedule of expenditures;
o) taking decision on the establishing, purchasing, reorganising and liquidating self-financing enterprises of the Association;
p) approval of the liquidation balances of the affiliated offices or representations, in case of their liquidation;
q) approval of the provisions for the functioning of the Management of the Association, as well as amendments to the provisions, if necessary;
r) recall of the authority of the members of the Board and President;
s) approval of the Association's budget.
5.2.5. General Assembly's decisions are deemed legal if more than 50% of the members are present at the meeting.
The voting members of the Association take decision on the items 5.2.4. (b), (c), (e), (f), (g), (i), (j), (k), (l), (n), (o), (p), (q), (s) at the meeting of the General Assembly by direct open vote. The decisions are considered passed by a simple vote.
The matters pertaining to items 5.2.4. (a), (h), (m) are decided either by open show of hands vote or by open vote with bulletins carrying the names of the voters. The decision is deemed passed if two thirds of the voters present at the meeting confirm it.
The matters pertaining to items 5.2.4. (d), (r) are voted on by open voting with bulletins carrying the names of the voters. The decision is deemed passed if two thirds of the voters present at the meeting confirm it.
5.2.6.The Association would compensate to the members of the Board all expenses directly connected with carrying of tasks pertaining to the functioning of the Board.
5.2.7. The General assembly id chaired by the President or, in case of his absence by another member of the Association chosen by the members of the General Assembly. The decision on the proxy is taken by a simple majority vote of the members of the Association present at the meeting of the Assembly
5.3.1. The Managing Board is the supreme managing entity in the Association in the periods between the sessions of the General Assembly.
5.3.2. The Managing Board is comprised of five members including one representative of the Federal Energy Commission of the Russian Federation.
5.3.3. The Management takes decisions at the regular meetings or by sending questionnaires to the members of the Board. The decisions are passed by a simple majority vote.
The sessions of the Managing Board are called by the President not less than once a quarter. However the ad hoc sessions could be called if one third of the members of the Board demand it, or if the Auditing Committee demands an unscheduled session to be called. The agenda of the session is sent to all the members minimum 15 days in advance before the meeting.
5.3.4. The meeting is chaired by the President of the Association or in his absence by another member of the Board nominated by the President.
5.3.5. The Managing Board is vested with the authority, as follows:
a) to exercise authority necessary to implement the tasks of the Association;
b) to take decisions on the convention of the General Assembly;
c) to represent the members of the Association and move on their behalf proposals and initiatives, as well as make statements on behalf of the Association;
d) to take decision on the association of new members (to be further approved by the General Assembly);
e) to take decision on the disassociation of the members (to be further approved by the General Assembly);
f) to appoint an executive Director, whose candidacy to be nominated by the President;
g) to take decisions on the contracts and agreements pertaining to the foreign relations of the association;
h) to review the annual report and the annual financial report of the Association;
i) to take decision on the value and the order of payment of the membership fees;
j) to approve of the structure, personnel list and the conditions of contracts to be signed with the personnel of the officers of the Executive Directorate;
k) to approve of the financial balances and schedule of expenditures of the Association;
l) to review the auditing reports and branch offices' reports, as well as pass decisions on the conclusions of the said reports;
m) to appoint the director of the branch office established by the decision of the General Assembly;
n) to approve of the personnel lists of the affiliated branch offices established by the decision of the General Assembly;
o) to approve the provisions for the functions of the Executive director and executive Directorate of the Association, as well as amendments to the said provisions, if deemed required;
p) to review other items pertaining to the functioning of the Association that, however, could be decided upon without referring them to the attention of the General Assembly.
5.4.1. President is elected by the General Assembly and candidacy is deemed passed and approved of provided two thirds of the voting members present at the meeting support the candidacy. The voting is effected by bulletins carrying the voters' names. Any Russian citizen may be elected to the Presidential office, even if he (she) is not a member of the Association.
5.4.2. President is authorised to:
a) approve of the agenda of the Managing Board;
b) supervise and direct the work of the Managing Board;
c) distribute the tasks between the members of the Board;
d) conclude and sign a contract with the Executive Director on behalf of the Association;
e) co-ordinate the activities of the Association between the sessions of the General Assembly
f) issue proxies to the directors of the affiliated branches and representations;
g) represent the Association before the State or other authorities.
5.5.1. The Executive Directorate is the standing executive entity of the Association. It is vested with the authority to take care of all the matter pertaining to the functioning of the Association with the exception of those that fall under the authority of the General Assembly or the Managing Board or the President of the Association.
5.5.2. The Executive Directorate is:
a) to ensure the proper functioning of the Association;
b) to control and ensure the implementation of decisions passed by the General Assembly or the Managing Board or President;
c) to carry preliminary analyses of the items to be referred to the Managing Board or the General Assembly;
d) to exercise operational management of the Association and its various departments;
e) to make sure of the proper financial accounting, to open banking accounts, prepare annual financial reports and draw financial balances of the Association.
5.5.3. The Executive Directorate is headed by an Executive Director appointed to the office for the term of two consecutive years.
5.5.4. The Executive Director is authorised to:
a) resolve matters pertaining to the operational management of the Association's activities with the exception of items falling under the authority of the General Assembly or the Managing Board or the President of the Association;
b) represent the Association on all the occasions, as envisaged by the present Charter, including the conclusion of agreements and contracts with legal and physical bodies, signing of financial and banking documents and proxies;
c) prepare and submit the provisions for the departments of the Association and the Executive Directorate;
d) hire and terminate labour agreements with the personnel of the Executive Directorate, prepare instructions for each personnel member and take decisions on the bonuses and penalties to be imposed on the personnel of the Directorate.
5.6.1. The Auditing Commission is to control the financial and business activities of the Association (internal auditing). The Auditing Commission is reporting to the General Assembly.
5.6.2. The Auditing Commission consists of three representatives elected by the General Assembly for the term of two consecutive years. The personnel of the Executive Directorate can not be elected to the Auditing Commission.
5.6.3. The Auditing Commission controls the financial and business activities of the Association, its budget allocations and expenditures.
5.6.4. The members of the Auditing Commission have a right to demand any information necessary for implementation of their tasks from the personnel of the Association, including financial and commercial information.
5.6.5. The Auditing Commission is to carry auditing of the Association's activities not less than once a year. However, unscheduled auditing may be carried out at the request of:
•The Auditing Commission;
•General Assembly of the Association;
•Managing Board;
•Executive Director;
•One third of the voting members of the Association.
5.6.6. The Auditing Commission is to prepare a report on the annual balances and reports of the Association. The report of the Auditing Commission is passed at the General Assembly by a simple majority vote. The Managing Board is not allowed to hold hearing on the financial balance of the Association without the report of the Auditing Commission.
5.6.7. The Auditing Commission is submitting its reports on the audits to the General Assembly.
5.6.8. The Auditing Commission is authorised to call an extraordinary session of the General Assembly in case a threat to the financial interests of the Association or malpractice of the personnel of the Association is uncovered.
5.6.9. If in the process of ballots by the General Assembly a candidate for the Auditing Commission is elected to some other executive entity in the Association, as well as to the Auditing Commission, the candidate has a right to make a choice of office.
If a candidate fails to make the choice, he (she) is considered elected to the office to which he (she) was voted upon and elected at the General Assembly first.
5.7.1. All the interested parties (President the Executive Director and members of the Board) are to protect the interests of the Association and mainly the ones pertaining to the main goals, aims and objective of the Association, and should not allow any malpractice or abuse as regards the position and contacts of the Association.
5.7.2. If a member of the Association has some interested vested in the business or a contract to be undertaken or concluded by the Association, or in case of some other conflict of interests the following procedure is to apply:
a) the interested party is to report the case to the Managing Board before the decision on the business in question or the contract is passed;
b) the contract or the business in question is to be approved of by the Managing Board.
6.1. The Association may invite an independent professional auditing enterprise to check and confirm the results of the annual report prepared by the Auditing commission of the Association.
VII. FINANCING OF THE ACTIVITIES
7.1. The association is entitled to own property, such as land plots, buildings, apartments, means of transportation, equipment, financial means both in Russian and foreign currency, shares and equities or any other valuables necessary to ensure the proper functioning and financial independence of the Association.
7.2. The membership fees from the founders and the members of the association comprise the property of the Association.
7.3. Property and funds available to the association are to be used for the purposes envisaged by the present Charter.
7.4. The sources of financial means of the Association are coming from:
a) membership fees, as well as other payments envisaged by the Association;
b) voluntary payments, grants and donations;
c) receipts from the business enterprises and other endeavours launched by the Association;
d) grants and subsidies from the state and international organisations;
e) allocations and dedicated transfers from legal and physical bodies, including foreign ones;
f) banking credits;
g) dividends and interests paid in shares and equities or bonds;
h) revenue from the operations with property that belongs to the Association;
i) other legal sources.
7.5. The membership fees could be paid either in the form of official legal tenders or in the form of property, including intellectual property, provided that corresponds to the goals and aims of the Association.
7.6. The first evaluation of property is made by the founders of the Association. The final evaluation is made at the moment of transfer of property rights to the Association and to be based on the book value of the property in question.
7.7. The cash payments are transferred to the banking accounts of the Association.
7.8. The Association does not view profit making as the main aim of its activities. The revenues and profits accrued by the Association can not be distributed between its founders and members, but could be used only for the purposes of the Association itself.
7.9. The Association may establish the dedicated funds by the decision of the General Assembly. Such funds are to be used to finance various programmes and projects launched by the Association.
7.10. The dedicated funds are accrued from:
a) the dedicated allocations by the Association;
b) the outside investors;
c) revenues from the business activities;
d) banking credits;
e) other legal sources.
VIII. ACCOUNTING AND REPORTING
8.1. The Association is to carry financial and operational bookkeeping as well as statistics reporting in line with the legislation of the Russian Federation. The Association is responsible for the reliability of the information provided.
8.2. The Association is responsible for the documentation's availability within the terms envisaged by the laws and normative documents.
8.3. The first fiscal year of the Association starts from the date of its registration and ends on December 31 of the calendar year. All further fiscal years coincide with the physical calendar ones.
8.4. At the end of each fiscal year the Executive Director within the time period set for this purpose by the General Assembly shall submit for the perusal by the Auditing Commission, the Managing Board and the General Assembly the annual report and the financial balance for the year in question.
IX. REORGANISING AND LIQUIDATING THE ASSOCIATION
9.1. The association can be reorganised (merged, divided, restructured etc) or liquidated by decision of the General Assembly or by the ruling of the court.
9.2. All the rights and obligations of the Association upon its reorganisation are passed over to its legal heir(s) in line with the order envisaged in the Civil Code of the Russian Federation.
9.3. All the documents of the Association (financial, legal, commercial, administrative etc) are transferred either to a legal heir or if the latter is not available to the State for the keeps.
9.4. The General Assembly or any other entity that has decided to liquidate the Association in concur with the State Registry, will appoint a liquidating committee and determine the terms and order of liquidation in line with the legislation in force.
9.5. From the moment the liquidating committee is appointed all the authority of the Association passes over to the former. The liquidating committee represents the Association in court.
9.6. The liquidating committee shall publish in the respective official newspaper an official notification of the Association's liquidation, as well as order and terms of claims' registration. The period for the registration of creditors' claims can not be shorter than two months from the date of the official publication of the notice, as above.
9.7. The liquidating committee will determine the list of creditors and debtors of the Association and notify them in writing of the Association's liquidation.
9.8. Upon expiry of the term envisaged for the registration of claims the liquidating committee prepares an interim liquidation balance that contains information on the property of the Association, the list of claims from the creditors and the results of their final evaluation.
An interim liquidation balance is approved either by the founders of the Association or the official entity that passed the ruling on the liquidation of the Association in concurrence with the State Registry.
9.9. If the property of the Association is not enough to meet the claims of the creditors, the liquidation commission is to auction the property of the Association in line with procedures outlined in the respective regulations.
9.10. Cash payments to the creditors are effected by the liquidation commission in the order envisaged in the Civil Code of the Russian Federation, in line with the interim liquidation financial balance. The payments to all the creditors start on the date of approval of the interim balance. The only exception are the "fifth grade" creditors who are to be paid one month after the approval of the interim liquidation balance.
9.11. After the settlement of all the accounts with the creditors the liquidation commission is to prepare a final liquidation balance to be approved either by the founders of the Association or the respective entity that had issued the ruling on the liquidation of the Association. The final balance is prepared in concurrence with the State Registry.
9.12. All the property of the Association left after settlement of all the accounts with the creditors, whatever of it is left, is to be used either for the goals set by the Association, or for charity purposes.
9.13. The decision on the liquidation of the Association is sent to the State Registry that is to delete the Association from the Registry roster.
9.14. The Association is deemed liquidated with all respective liquidation processes over after the respective entry has been don in the respective Registry books.
10.1. The present Charter comes into force from the date of its official registration by the State Registry.
10.2. Any additions or amendments to the present Charter will come in force from the memoment of their official registration by the State Registry.