The Charter of Noncommercial Organization
“National Sheepmen Association”
Stavropol,
2008

Chapter 1.  GENERAL PROVISIONS
Article 1. Legal status.   
1. The noncommercial organization “National Sheepmen Association”, further referred as “Association”, is a noncommercial organization founded on basis of membership for business purposes of its members as well as representation and protection of their common valuable interests. 
2. Association operates under Civil Code of Russian Federation, Federal Law “On Noncommercial Organizations”, Federal Law “On Development of Agriculture”, Federal Law “On Pedigree Livestock Breeding” and other normative legal documents of Russian Federation.
3. Association has been a legal person since the moment of state registration, has its own property, liable for its property, is able to obtain property and non-property rights, bear responsibility, be claimant and respondent in court.
4. Association members are independent and have rights of legal person.
5. Property transferred to Association by its members is the property of Association. Association is not liable for its members by its property. Association members bear subsidiary responsibility at the rate and in the order specified by this Charter.
6. Association has the right to establish economic societies and take part in business activities of these societies. Association has the right to establish branch and representative offices.
7. If Association members decide that Association should be engaged in business activities, Association will be converted into economic society or partnership in the order specified by Civil Code of Russian Federation.
8. In case if Association needs some special resolution (license) for any of its activities, Association will have the right to carry out these activities only after receipt of appropriate resolution (license).

9. Association is established without time restrictions.
Article 2. Name and address.
1. Full name in the Russian language -  Некоммерческая организация "Национальный союз овцеводов"; short name in the Russian language - Национальный союз овцеводов.
2. Address: 337,Mira St., Stavropol.
3. Association has round stamp with its full name in the Russian language and address on it. Association has marks, letterheads as well as registered emblem and other means of visual identification.
Article 3. Subject and goals of Association activities.
1. Goals of Association activities are the following:
1) presentation and protection of rights and legitimate interests of Association members;
2) implementation of up-dated scientific experience into sheep breeding development;
3) assistance in increasing of management effectiveness level in the field of sheep breeding;
4) managing of business activities of Association members aimed at:
- improving of sheep productive qualities;
- breeding high-productive sheep;
- keeping genofond of small and endangered sheep breeds helpful for selection aims;
- other assistance in developing of sheep breeding activities.
2. Subject of Association activities is the following:
1) representation and protection of Association members rights in federal and local government bodies, commercial and noncommercial organizations;
2) participation in forming and implementation of state agrarian policy including participation in developing of drafts of normative legal documents, task programs, national report, providing of necessary information for forming and implementation of state agrarian policy, providing recommendations for state government bodies;
3) preparation of proposals for state and local government bodies on the following directions:
- taking decisions on priority directions of national policy in the field of sheep breeding;
- preparation of national programs in the field of sheep breeding;
- determination and implementation of state regulation measures in the field of pedigree livestock breeding;
- taking necessary decisions of state support of sheep breeding;
4) assistance in managing of selection and pedigree work in the field;
5) participation in developing of programs of pedigree livestock qualities improvement;
6) assistance in providing of Association members with pedigree material;
7) assistance in attracting investments into sheep breeding and other activities connected with it;
8) field marketing;
9) search of partners and markets for Association members;
10) establishment and development of cooperation with other organizations in the field of sheep breeding;
11) forming of system that will provide Association members with material and technical resources;
12) providing information of Association members on current situation and development prospects of pedigree products, new normative legal acts of Russia in the field of sheep breeding;
13) assistance in legal affairs to Association members, protection of their interests while crediting;
14) assistance in mobilization of monetary funds and material resources of Association members for their joint activities;
15) organizational-methodical assistance to Association members in preparation, retraining and professional development of its employees;
16) establishment of contacts between specialists of the field;
17) establishment of grants for the best specialists of the field;
18) development and implementation of programs of social support of specialists and veterans of the field;
19) organization of exhibitions, seminars and conferences;
20) assistance in scientific and research work in the field of sheep breeding;
21) generalization and distribution of science materials and advanced experience in the field of sheep breeding;
22) assistance to Association members in publishing and advertising activities.

3. Association to implement its goals has the right to:
1) purchase, possess, use and dispose its property;
2) on one’s own behalf and at one’s own expense sign contracts and make other legally significant acts;
3) take bank credits;
4) exercise right of land use, including usage of land as lease or property, construct buildings;
5) exercise other rights under legislation of Russian Federation and this Charter;
Article 4. Filials and representatives of Association
1. Representative office is a detached subdivision of Association located in the other place that presents and protects Association interests.
2. Filial is a detached subdivision located in the other place and carried out all its functions or some part of functions including functions of representative office.
3. Representatives and filials are not legal persons. They have property of Association and work on the basis of regulations determined by Association. Association appoints heads of representatives and filials that work by power of attorney.
4. Simultaneously with the decision of establishment of filial and (or) representative Association takes a decision on alteration current Charter adding data on established filials and (or) representatives.
CHAPTER II. ASSOCIATION MEMBERSHIP
Article 5. Association members.
1. Only commercial organizations may become members of Association.
2. Members of Association are its founders as well as commercial organizations which became its members after state registration having the same aims as Association, accepting Charter of Association and paid admission fee.
Article 6. Rights and responsibilities of Association members.
1. Members of Association have the right to:
1) participate in managing of Association;
2) receive information on Association activities in the order determined by this Charter;
3) leave Association by its own decision in the end of fiscal year; in this case Association member carries a subsidiary responsibility in proportion to its admission fee during the following two years;
4) make proposals into agenda of general meetings of Association members;
5) appeal to Association management on any issues connected with its activities;
6) pass property to Association;
7) receive consulting, methodical, legal and other assistance free of charge;
8) make proposal to Association organs  on all issues that deal with the subject of Association activities;
9) offer candidates for management organs and auditing committee;
10) specify membership of Association on its letter heads;
2. Association members are obliged to:
1) follow regulations of this Charter;
2) take part in Association activities;
3) pay admission, nonrecurring, annual and targeted fee, size of which is determined by general meeting of Association members;
4) provide information necessary for solving issues connected with Association activities.
Article 7. Conditions and order of Association membership and exclusion from Association members
1. Association is open for new members.
2. Any commercial organizations accepted Association Charter and paid admission fees can become its members.
3. Legal persons which answer requirements of Association regulations wishing to become Association members after its state registration apply for Director General on making them Association members.
4. Declaration with request on Association membership should contain duties of fullfiling Charter requirements including payment of admission fee, subsidiary responsibility and other duties.
5. Decision on acceptance of new member is taken by general meeting of its members.
6. In case of new member acceptance an applicant is obliged to pay admission fee, at the rate and in the order determined by general meeting of Association members.
7. Association member who wants to exclude from membership applies for Director General at latest 30 days before end of fiscal year. In case of exclusion from membership it bears subsidiary responsibility on proportion to admission fee during the following two years.
8. Association member can be excluded in case if it:
1) doesn’t fulfill obligations determined by the Charter or fulfills them not appropriately despite written warnings;
2) damaged Association by not fulfilling obligations determined by the Charter or if Association was brought actions as a result of not fulfilling obligation by Association member;
3) didn’t have the right for membership under requirements of current Charter or lost the right to be the Association member;
4) prevents Association from normal work by its activity or inactivity.
In case of exclusion from membership it bears subsidiary responsibility on proportion to admission fee during the following two years.
9. The date of exclusion from membership is the date of taking such a decision by the general meeting of Association members.
10. Admission, annual, nonrecurring and targeted fees are not reimbursed.

CHAPTER III. ORDER OF MANAGING ASSOCIATION ACTIVITIES.
Article 8. Structure of Association Management Organs
1. Association is managed by general meeting of Association members (superior body), Board of Directors (collective executive body) and Director General (sole executive body).
 Article 9. Competence of general meeting of Association members.
1. The main function of general meeting of Association members is aims maintenance by Association.
2. The decision of the following issues is the competence of general meeting of Association members:
1) alteration of Association Charter;
2) determination of priority directions of Association activities, principles of forming and usage of its property;
3) formation of executive organs of Association and early cease of their authorities;
4) approval of annual report and annual balance sheet;
5) approval of financial plan of Association and its alteration;
6) establishment of Association filials and representatives;
7) reorganization and liquidation of Association;
8) approval of Association members;
9) exclusion from Association membership.
Issues determined by items 1-3, 7-9 are exclusive competence of general meeting of Association members.
3. Association general meeting is legal if there is more than a half of its members on the meeting. Decision of general meeting is adopted by majority votes of members present on the meeting. Decision of general meeting on issues of its exclusive competence is taken by majority of 2/3 votes of Association members. Decisions on Association liquidation, reorganization, Association  members approval and exclusion are adopted unanimously.
Article 10. Regular general meeting of Association members.
1. Regular general meeting of Association members is conducted no less than once a year. Regular general meeting of Association members is initiated by Director General not earlier than in two months and not later than in four months after the end of fiscal year.
Article 11. Special general meeting of Association members
1. Special general meeting of Association members is conducted in cases determined by this Charter as well as in all other cases if it is required by Association and interests of its members.
2. Special general meeting of Association members is initiated by Director General of Association under requirement of Association Board of Directors, Association auditing committee as well as Association members which have in aggregate no less than one tenth of general number of votes of Association members. Director General of Association is obliged to examine request on conducting a special general meeting of Association members during five days from the date of its receipt and take a decision on its holding or refusal from its holding. Decision on  refusal can be taken by Director General of Association only if:
- determined by this Charter order of request about special general meeting of Association members is not followed;
- agenda items of special general meeting of Association members don’t correspond with Association competence or don’t answer requirements of Federal laws.
If one or several agenda items of special general meeting of Association members don’t correspond with Association competence or don’t answer requirements of Federal laws, these items are not included into agenda.
Director General of Association doesn’t have the right to change the formulation of agenda items of special general meeting of Association members as well as change the proposed way of conducting a special general meeting of Association members.
Besides items offered for agenda of special general meeting of Association members, Director General of Association has the right to include additional items on its own initiative.
3. In case of positive decision on conducting a special general meeting of Association members, the meeting should be conducted at latest 20 days after the request.
4. In case if decision on conducting a special general meeting of Association members isn’t taken or decision on its denial is taken, a special general meeting of Association members can be held by organs or persons which required this meeting. In this case Director General of Association is obliged to provide mentioned organs or persons with the list of Association members with their addresses. Expenses for preparation, calling and conducting of such a general meeting of Association members can be reimbursed by Association under decision of general meeting of Association members.
Article 12. Procedure of calling of a general meeting of Association members
1. Organ or persons who call for general meeting of Association members are obliged to inform each Association member about its conducting at latest 14 days before the meeting by mail, telegraph, teletype, telephone, e-mail or other way that provide authenticity of sent and received messages and their documentary confirmation.
2. Time and place of general meeting of Association members as well as proposed agenda should be pointed in notification.
Any Association member can make a proposal of including additional items into agenda at latest 7 days before the meeting. 
Additional items, besides those that do not correspond with competence of general meeting of  Association members or don’t answer federal laws, are included into agenda of general meeting of Association members.
In case if changes are included into initial agenda under proposal of one of Association members,  organ or persons called for general meeting of Association members are obliged to inform each Association member about changes made in agenda at latest 5 days before the meeting by the way pointed in item 1of this article. 
3. Information and materials that should be provided to Association members while preparing general meeting of Association members are annual report of Association, resolution  of auditing committee of Association with results of inspection of annual reports and annual balance sheets of Association, data about candidate (candidates) into executive board, auditing committee of Association, draft of changes and additional items of constituent instruments of Association, or drafts of new constituent instruments of Association, drafts of Association internal documents as well as other information (materials). Mentioned information and materials of general meeting of Association should be provided to all Association members for review in the room of Director General of Association.
Association is obliged to provide the copy of mentioned documents if required by Association member. Cost of copies can’t exceed expenses for making them.
4. In case if mentioned in this article order of calling of a general meeting of Association members is broken, general meeting of Association members is considered to be legal in case if all Association members take part in it.
Article 13. Procedure of conducting a general meeting of Association members.
1. Procedure of general meeting of Association members is determined by current Charter.  Part of procedure of conducting a general meeting of association members not determined by the Charter is determined by the decision of general meeting of Association members.
2.  Arrived Association members are registered before opening a general meeting of Association members. Association members have the right to take part in general meeting of Association members by sending its representatives. Representatives of Association members should provide documents confirmed their appropriate authorities.
Warrant issued to the representative of Association member should contain data about Association member and its representative (name, place of residence or place of location, passport information), it should be processed according to the requirements of items 4 and 5 of article 185 of Civil Code of Russian Federation or notarized.
3. General meeting of Association members is opened at time mentioned in notification about general meeting of Association members or earlier if all Association members are registered.
4. General meeting of Association members is opened by Director General of Association or Chairman of the Board of Directors – Association President. General meeting of Association members called by the Board of Directors, auditing committee or Association members is opened by the Chairman of the Board of Directors – Association President, Chairman of the auditing committee of Association or one of Association members called for current general meeting of Association members.
5. Person opened a general meeting of Association members holds an election of Chairperson among Association members. While voting on electing a Chairperson among Association members decision is taken by majority of general number of votes of Association members who have the right to vote in this general meeting of Association members.
6. Director General of Association organizes record-keeping of general meeting of Association members. Proceedings of all general meetings of Association members are filed into book of proceedings that should be provided to any Association member for review at any time.
Extracts from book of proceedings certified by Director General of Association are provided under request of Association members.
7. General meeting of Association members has the right to take decisions on agenda items reported to Association members in established by this Charter procedure besides cases if all Association members take part in this general meeting of Association members.
8. Decisions of general meeting of Association members are taken by open vote.
Article 14. Decision of general meeting of Association members taken by absentee vote (questionnaire method)
1. Decision of general meeting of Association members can be taken without holding a meeting (joint attendance of Association members for discussion of agenda items and taking decision on issues put to the vote) by absentee vote (questionnaire method). Such a vote can be taken by mail, telegraph, teletype, telephone, e-mail and other way that provide authenticity of sent and received messages and their documentary confirmation. Decision of general meeting of Association on issues mentioned in subpoints 1 and 7 item 2 article 9 can’t be taken by absentee vote (questionnaire method).
2. Absentee vote should provide obligatoriness of providing all Association members with agenda, all necessary information and materials before vote, opportunity to make proposals on additional items of agenda, obligatoriness of informing all Association members about agenda changes before vote as well as time-frame of vote procedure.
Article 15. Board of Directors of Association.
1. Members of the Board of Directors of Association are elected by general meeting of Association for 5 years using procedure of this Charter. Persons elected into the Board of Directors of Association can be reelected unrestricted in number of times. Authorities of both all and some of members of the Board of Directors of Association can be ceased ahead of time by decision of general meeting of Association.
2. Only physical person can be the member of the Board of Directors of Association.
3. Quantity of members of the Board of Directors is determined by decision of general meeting of Association but can’t be less than 5 people.
 Article 16. Chairman of the Board of Directors – Association President.
1. Chairman of the Board of Directors – Association President is elected for 5 years from members of the Board of Directors by majority vote of general number of Association members taken part in this vote of general meeting of Association members. General meeting of Association has the right to reelect Chairman of the Board of Directors – Association President at any time by majority vote of general number of Association members taken part in this vote of general meeting of Association members.
2. Chairman of the Board of Directors – Association President organizes work of the Board of Directors of Association, calls for meeting of the Board of Directors, organizes record-keeping during meetings, chairs on general meeting of Association members if another Chairman isn’t elected in general meeting of Association members.
3. In case if Chairman of Board of Directors-Association President is absent, one of members of the Board of Directors of Association carries out his functions by decision of the Board of Directors of Association.
Article 17. Competence of the Board of Directors of Association
1. The following issues correspond with competence of the Board of Directors of Association:
1) preliminary examination of exclusion from Association membership;
2) determination of general meeting of Association members and its calling;
3) signing contracts which do not correspond with competence of general meeting of Association members;
4) development and confirmation of annual and quarterly plan of Association work;
5) participation in preparation of annual report and annual balance sheet;
6) participation in other organizations;
7) confirmation of Association staff list;
8) solving of other issues related to the competence of the Board of Directors of Association by this Charter or decision of general meeting of Association members.
2. Allocation of responsibilities between members of the Board of Directors can be specified by regulations of the Board of Directors of Association.
Article 18. Meeting of the Board of Directors of Association.
1. Meeting of the Board of Directors of Association is called by the Chairman of the Board of Directors-Association President by his own initiative, request of member of the Board of Directors, request of auditing committee of Association. While determining quorum and vote results, opinion on agenda of absent member of the Board of Directors of Association provided in the written form is taken into account. It is accepted to take decisions by the Board of Directors of Association by absentee vote.
2. Meeting of the Board of Directors of Association is legal if no less than galf of its members is present on the meeting. If number of the Board of Directors of Association is less than mentioned quorum, the Board of Directors of Association is obliged to take decision on conducting a special general meeting of Association members for electing new members of the Board of Directors of Association.
Remained members of the Board of Directors of Association have the right to take decision only on calling of a special general meeting of Association members.
3. Decisions in the meeting of the Board of Directors of Association are taken by majority vote of members of the Board of Directors of Association participated in the meeting. Each member of the Board of Directors of Association has one vote while taking decisions in the meeting of the Board of Directors of Association. It’s not accepted to pass vote to another person including member of the Board of Directors of Association.
In case of equal number of votes while taking decisions by the Board of Directors of Association, the vote of the Chairman of the Board of Directors-Association President is considered to be decisive.
4. Record of proceedings is minuted in the meeting of the Board of Directors. Proceeding of the meeting of the Board of Directors is prepared at the day of its conducting. The following information is mentioned in the proceeding:
1) place and time of its holding;
2) persons present in the meeting;
3) meeting agenda;
4) issues put to vote and its results;
5) taken decisions.
Proceeding of the meeting of the Board of Directors of Association is signed by the Chairman of the meeting who is responsible for the correctness of the proceeding.
Article 19. Director General of Association.
1. Director General of Association is elected for 5 years term by general meeting of Association members by majority vote of Association members participated in this general meeting of Association members.
2. Authorities of Director General of Association can be ceased ahead of time.
3. Director General of Association operates without warrant based on decisions of general meeting of Association members, the Board of Directors of Association on issues corresponded with competence of these organs and other issues independently on behalf of Association.
4. Director General of Association represents Association in the state authorities, local authorities and organizations, disposes of Association property under this Charter, signs contracts and gives power of attorney including power of substitution, opens Association accounts in banks and other credit institutions, hires and discharges Association employees, organizes their work,  gives instructions and orders obligatory for execution by Association employees, organizes fulfillment of decisions of general meeting of Association members and the Board of Directors of Association and carries out other functions not contrary to this Charter in behalf of Association.
Article 20. Auditing committee
1. Auditing committee of Association is elected by general meeting of Association members for 5-year term in the amount of three members. Number of auditing committee members is determined by general meeting of Association members.
2. Auditing committee of Association has the right to examine financial and economic activities of Association and has access to all documents dealing with Association operations. Members of the Board of Directors of Association, Director General of Association as well as Association employees are obliged to provide necessary explanations in oral and written forms by request of auditing committee of Association.
3. Auditing committee of Association examines annual reports and balance sheets of Association before their examining by the Board of Directors of Association and confirmation by general meeting of Association members. General meeting of Association members doesn’t have the right to confirm annual reports and balance sheets of Association without resolution of auditing committee of Association.
4. Order of Association auditing committee work is determined by internal documents of Association confirmed by general meeting of Association members.
5. Director General, Association employees, members of the Board of Directors of Association can’t be elected as members of Association auditing committee.
CHAPTER IV. ASSOCIATION PROPERTY.
Article 21. Association property.
1. Association property is tangible property and financial resources on its balance. Association property forms capital and operating assets as well as other property cost of which is determined in the independent balance sheet of Association.
2.  Association disposes its property including financial resources on its own.
3. Association may have as its own property  buildings, constructions, housing facilities, equipment, inventory, cash assets in rubles and foreign currency, stock, other property.
4. Association may have as its own property land and other property not forbidden by law.
5. Sources of forming Association property are:
1) admission, annual, nutrecurrent and targeted fees  of members;
2) voluntary property fees and donations;
3) other sources not forbidden by law.
6. Admission, annual and notrecurrent fees are used for Association maintenance and activities determined by this Charter.
7. Targeted fees are provided for financing of concrete events and programs.
8. Amount, time and order of paying admission, annual, notrecurrent and targeted fees is determined and can be changed by the decision of general meeting of Association members.
9. Association property should be used exceptionally for implementation of Charter aims and tasks of Association and can’t be allocated between Association members or other persons.
10.  Association has the right to establish different funds. Name, size os assessments is determined by general meeting of Association members.
11.  Losses of Association as a result of its operations are recovered in the following order:
1) first of all at the cost of Association cash assets (based on decision of Director General of Association);
2) second of all at the cost of nonrecurrent and targeted fees;
3) third of all at the cost of other Association property (based on decision of general meeting of Association members.
Article 22. Procedure of paying fees by Association members.
1. Association members place member fees in the form of cash assets, in rubles to the operating account of Association if general meeting of Association members doesn’t decide to establish new form and (or) procedure of paying fees. Fees of Association members are targeted for forming Association property, Association activities, salaries of Association employees as well as other aims not contrary to active legislation and this Charter.
2. Size of admission fee is determined by the decision of general meeting of Association members. Association members pay admission fees in the form of cash assets, in rubles not later than in 30 days after their confirmation.
3. Size and procedure of paying annual, notrecurrent and targeted fees is determined by general meeting of Association members.
4. Annual fees should be paid not later than January 31 of the year that is paid for if another procedure isn’t determined by the decision of general meeting of Association members.
Article 23. Treaties with Association property.
1. Association treaties cost of which is 10% of general cost of clear assets are dealt by  decision of Director General of Association; 10% to 40% - by joint decision of the Board of Directors and Director General of Association; exceeds 40% - by decision of general meeting of Association members.
CHAPTER V. FINAL PROVISIONS.
Article 24. Procedure of changing Charter.
1. State registration of Charter changes is made at the same time and in the same order as state registration of noncommercial organizations.
2. Changes of Association Charter come into force from the day of their state registration.
Article 25. Procedure or reorganization and liquidation of Association.
1. Association reorganization is exercised in order determined by active legislation of Russian Federation. Reorganization can be exercised in the form of merger, accession, division, extraction, reorganization.
2. Association can be converted into fund, autonomous noncommercial organization, housing partnership or society in cases and order determined by active legislation.
3. Association liquidation is exercised by decision of general meeting of Association members, judge authorities or other authorized organs.
4. Association management or organ taken decision about its liquidation appoints liquidation committee and establishes order and time-frame of its liquidation.
5. Since the moment of establishing a liquidation committee, it manages all Association activities.
6. Liquidation committee publishes information about Association liquidation, order and time-frame of requesting claims by creditors.
7. Since the time of requesting claims by creditors come to an end, liquidation committee makes up a temporary liquidation balance sheet. Temporary liquidation balance sheet is confirmed by general meeting of Association members or organ taken decision about its liquidation.
8. After settling with creditors liquidation committee prepares liquidation balance sheet confirmed by general meeting of Association members or organ taken decision about its liquidation.
9. While liquidating Association remained after settling with creditors property is forwarded to the aims determined while establishing Association or charitable aims.
10. Association liquidation is considered to be completed and Association – to be liquidated since the moment of putting information about it into Unified State List of legal persons.