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    Главная / AKOS / Memorandum

    Memorandum

    Approved
    General Meeting of the
    (Minutes N 10 dated 25 November 2004)

    Revision of N 2 CHARTER
    approved by the General Meeting
    members of the partnership
    Minutes w / o from January 2007

    A. General Provisions

    1.1. The Russian Communications Consultancies Association, hereinafter referred to as the “Association” was registered by Moscow Registration Chamber of October 11, 2000, registration number 002,015,835, location: 117259, Moscow, ul. Krzyzanowski, 24/35, Bldg. Five. This edition of the Constitution adopted in connection with decisions taken at the General Meeting of full members in 2007. Protocol (b / n). The Association is a membership-based non-profit organization established by legal entities to coordinate their business activities, as well as represent and protect common property interests.

    1.2. The Association is a nonprofit organization established by the Civil Code of the Russian Federation and the Federal Law “On Noncommercial Organizations” and operating on the basis of current legislation of Russian Federation and this Charter.

    1.3. The founders of the Association are:

    Imageland Edelman PR
    Image – Contact
    Kuzmenkov and Partners
    Maslov PR
    Mikhailov & Partners
    Point Passat
    SPN Ogilvy
    Sokur & Partners
    Privy Councillor
    Vanguard Communications
    LCC “Niccolo M”
    CCT PRopaganda

    1.4. The full name of the Association in Russian: The Russian Communications Consultancies Association. Short name in Russian: АKOS.

    1.5. Full name of Association in English: AKOS-ICCO-Russia

    1.6. Location of the Association: 117 259, r st. Krzyzanowski, D. 2435, Bldg. Five.

    1.7. The actual location of the Association is the location of the collegiate governing body – the Executive Committee of the Association.

    1.8. The Association is organized for its members.

    1.9. The association is created for an indefinite period.

    1.10. The Association is established as a legal entity after its state registration in accordance with the law, has a separate property, is liable for the obligations of this property may be in its own name acquire and exercise property and property rights, incur obligations, sue and be sued in arbitration, and arbitration.

    1.10.1. The Association has its own balance sheet.

    1.10.2. The Association may in the prescribed manner to open accounts in banks in Russia and outside its territory.

    1.10.3. The Association has a round seal with its full name in Russian.

    1.10.4. The Association may have stamps and letterheads with its name and registered the logo in the prescribed manner.

    1.10.5. The property transferred to the Association by its members is the property of the Association. The Association is responsible for its liabilities, its property, on which under the laws of Russia may be levied.

    1.10.6. The Association shall not be liable for the obligations of its members. Members of the Association is not liable for the obligations of the Association.

    1.10.7.The Association is not responsible for the obligations of the state. The state is not liable for the obligations of the Association.

    1.11. The Association may establish branches and open representative offices in Russia and abroad, in accordance with Russian legislation. Branches and representative offices of the Association are not legal persons, shall have the property of the Association and act on the basis of its approved status. Heads of branches and representative offices are appointed by the Association and act on the basis of its issued warrant. Branches and representative offices are operating on behalf of the Association. Responsibility for the activities of their branches and representative offices shall be the Association.

    2. The subject, purpose and activities of the Association

    2.1. The objectives of the Association is to promote the creation of civilized market in Russia in the sphere of services of public relations and communications.

    2.2. The main objectives of the Association are:
    – Association of companies on a voluntary basis in the field of public relations and communications, interested in increasing the level of professionalism and quality of services provided;
    – Promotion of an enabling environment for institutions engaged in public relations;
    – Promote the development of institutional and human infrastructure in the area of ​​public relations;
    – Providing professional and methodological support for higher education in the implementation of the specialty and educational programs for public relations;
    – Development and strengthening of international cooperation in the field of public relations.

    2.3. In implementing its main goals, the Association shall perform the following activities:
    – Assists its members and other interested persons, organizations, enterprises and institutions to learn and use the latest advances in theory, methodology and practice of modern public relations;
    – Carries out research and contribute to the spread of knowledge in the field of social communications and public relations, organizing exchanges with foreign partners, establishes and develops contacts with similar national and international organizations;
    – Provides the main criteria for the production of high professional skills of public relations and promotes the professional level by providing them with the latest methodological and advisory assistance, internships, training courses and other events;
    – Promote the development of training programs for public relations and their implementation in tertiary and postgraduate education;
    – Facilitates the exchange of trainees, the direction of domestic and international admissions specialists to give lectures, training and participation in the negotiations on the activities in the field of public relations;
    – Develops the rules of professional ethics in public relations and ensures compliance by members of the Association, as well as, within its capabilities, and by other professionals and organizations;
    – Advises the government, public and commercial organizations on public relations;
    – Protects the professional interests of its members, develops recommendations for the adoption and improvement of regulations relating to public relations, and bring them to the relevant organs of state power and control;
    – Assists in the resolution arising between members of the Association of Professional conflicts;
    – Contributes to the establishment of business contacts of domestic and foreign organizations and experts in public relations with companies and organizations interested in acquiring the relevant business services;
    – Promotes the formation of an objective image of the professional practice of public relations and a positive image of professional public relations in the public consciousness and the media;
    – Provides the involvement of stakeholders, including members of the Association to address their problems;
    – Is working to engage on a voluntary basis in the numbers of domestic and foreign companies on public relations.

    2.3. The Association may carry out other activities and perform other functions that contribute to the achievement of its objectives, relevant to its Charter and not contradicting the legislation of the Russian Federation.

    2.4. To implement the goals and objectives of the Association shall have the right to carry out business activities not prohibited by law and consistent with the aims, for which it was created.

    2.5. To conduct business association may establish a company or business to participate in them.

    2.6. The Association is an organization that does not have profit as a primary objective of its activities, and distributing the profits among its members.

    3. The rights and obligations of the Association

    3.1. The Association is a membership-based nonprofit organization that does not have profit as a primary objective of its activities and is not distributing profits among its members.

    3.2. The association in the prescribed manner and in accordance with current legislation has the right:
    – To business contacts and cooperation with various companies, organizations, institutions and individuals, including foreign ones;
    – Independently develop its program in accordance with the statutory purposes;
    – Carry out research, methodological, educational, informational, a representative in the Russian Federation and abroad;
    – Participate in the preparation and implementation of projects funded by foreign and Russian sources, as well as attract and use for statutory purposes voluntary contributions and donations from legal entities and individuals in the form of cash (in rubles and foreign currency), movable and immovable property and property rights;
    – Carry out any transaction, acquire and lease property, enter into other civil relations with Russian and foreign legal entities and individuals within the authorized activities;
    – To work to attract Russian and foreign experts, to determine the form and method of payment for their work;
    – To attract loans from Russian or foreign currency;
    – In order to achieve the goals established by the Charter, the Association may establish other non-profit organizations, business entities and associations and to join associations and unions;
    – To participate in decision-making bodies of state power and administration on issues of information policy and public relations development in Russia, as well as to the nomination of candidates for deputies of the government of the Russian Federation;
    – To represent and protect the rights and legitimate interests of its members in government and public organizations in accordance with existing authority, free of charge;
    – Carry out examination of training programs for public relations in the Russian Federation for their conformity with international standards in this area;
    – To take part in the creation of international public organizations, to support direct international contacts and communications, as well as establish a student organization;
    – Engage in a variety of organizations, including international, and open their representative offices in Russia and abroad, followed by registration of the established order;
    – Establish mass media in accordance with the laws of the Russian Federation;
    – Carry out publishing, foreign trade and educational activities in accordance with the laws of the Russian Federation;
    – To hold exhibitions, conferences, seminars, auctions, the proceeds of which are directed to the authorized activities;
    – To send their employees overseas trips;
    – Carry out other activities that are not contrary to the Act and this Constitution.

    3.2. To assist members of the Association shall be in accordance with the Regulations of the services to be approved by the Board of the Association.

    3.3. In carrying out its activities the Association shall:

    3.3.1. To carry out its activities and to exercise their rights in strict accordance with applicable law and this Charter.

    3.3.2. Register in the prescribed manner the changes in the Articles of Association, as well as its new editor.

    3.3.3. Notify members of the Association to change its location.

    4. The property. Financial and economic activity.

    4.1. The Association may own buildings, housing, equipment, inventory, cash in rubles and foreign currency, securities and other property. The Association may own or permanent use of land.

    4.2. Contributions from members, the Association received income, as well as all it had bought at his own expense the property is owned by the Association, may be used solely for the implementation of goals and objectives and the distribution among the members of the Association shall not be.

    4.3. Membership fees are made members of the Association annually. The size of membership, affiliation and trust funds determined by the Executive Committee of the Association and approved by the General Meeting of the Association.

    4.4. Membership dues are used for the maintenance of the management and operation of the Association, under the present Charter.

    4.5. Earmarked contributions earmarked to specific activities and programs of the Association. Term, size and shape make this kind of contributions are set by the General Meeting of the Association.

    4.6. The property and funds of the Association formed by:
    – Admission, membership, and trust funds of the Association;
    – Income derived from production, business and other activities, implementation of scientific, educational and other services of the Association;
    – Dividends (income, interest) received on the shares, bonds, other securities and deposits;
    – Income derived from property of the Association;
    – Voluntary contributions and donations;
    – Bank loans;
    – Otherwise not prohibited by current legislation of the Russian Federation proceeds.

    4.7. Members of the Association is not liable for the obligations of the Association. The Association shall not be liable for the obligations of its members.

    4.8. Association belongs to the ownership of the funds, property and other property referred to it by individuals and legal entities in the form of gift, donation or bequest, the products of intellectual and creative work arising from its activities, as well as revenue from its own activities of the Association and purchased these items of property income.

    4.9. The Association is liable for its obligations at its disposal cash and other property.

    4.10. The resulting profit of the Association shall not be distributed among the members of the Association, and is used solely for authorized purposes.

    4.11. The Association conducts operational, accounting, statistical accounting and reporting in the manner prescribed by the legislation of the Russian Federation, and is responsible for its accuracy.

    4.12. Association with a view to implementing the state, social, economic and fiscal policy is responsible for the preservation of the documents (administrative, financial and business, according to staff and others) provides the transfer to state custody papers of scientific and historical value in the central archives in Moscow according to the list of documents agreed with the union Glavarhiv Moscow, stores and uses the established procedure documents on personnel composition.

    5. The rights and obligations of members of the Association
    5.1. Membership in the Association:

    5.1.1. Members of the Association may be legal entities operating in the provision of services in the field of public relations and sharing of the Stockholm Charter ICCO.

    5.1.2. Association members maintain their economic and legal independence.

    5.2. Membership is fixed.

    5.2.1. Members of the Association may be Russian and foreign legal entities, business and nonprofit organizations, governmental and international organizations, and citizens’ associations, whose activities are wholly or partially focused on the formation and development of public relations.

    5.2.1.1. The Association provides two types of membership – full and associate. The difference between the membership is in the first place, in the amount of membership and entrance fees as well as the possibility of electing a number of positions in the government of the Association.

    5.2.1.1. Honorary members of the Association may be individuals who have received this title for special services to the Association by decision of the Executive Committee of the Association. Honorary members are exempt from paying dues and have voting rights at the General Meeting.

    5.3. The order of admission to membership in the Association:

    5.3.1. Membership in the Association by decision of the Executive Committee of the Association on the recommendation of two members of the Association and statements. Membership comes from the time of payment of admission fee and annual membership contributions, which is established by the Executive Committee.

    5.3.2. With membership in the Association of candidate members should be necessarily familiar with the Charter of the Association and to recognize it.

    5.4. In the event of liquidation of the Association remaining after satisfaction of creditors’ property used for the purposes for which the Association was established, or for charitable purposes. If the use of property for the statutory objectives of the Association is not possible, it refers to the state.

    5.5. Association members are entitled to:
    a) To participate in the affairs of the Association;
    b) nominate representatives for election to the governing bodies of the Association;
    c) participate in the activities of the Association conducted its activities in the implementation, financing and lending to projects and programs of the Association;
    d) the support and protection of their rights and interests of the Association, receive counseling, legal and other assistance on a priority basis and on favorable terms;
    d) obtain information about the activities of the Association;
    e) To participate in the vote at the General Meeting of the Association;
    g) Representatives of Full Members of the Association shall have the right to elect and be elected to the Executive Committee of the Association and appointed to the position of Chairman of the Board of the Association.
    h) use the symbolism of the Association in cases and in the manner determined by the Regulations adopted by the Executive Committee;
    s) is free to leave the Association at the end of the fiscal year.

    5.6. Members of the Association shall take the following commitments:
    a) to pay membership fees on the dates and amounts determined by the Regulations on membership in the Association, adopted by the General Meeting of the Association;
    b) comply with the requirements of current legislation of the Russian Federation, the constituent documents of the Association;
    c) not disclose confidential information about the activities of the Association;
    d) to make specific contributions in the manner and amount provided by the General Meeting of the Association;
    e) execute adopted by the General Meeting of the Association and the Executive Committee of the Association of solutions;
    e) actively promote their activities and strengthen the capabilities of the Association and address the challenges it faces, to take into account public opinion and social implications of their work in solving the problems of the Association;
    g) respect the interests of other members, strictly abide by the terms of contracts and agreements relating to the activities of the Association;

    5.7. Out of the members of the Association:

    5.7.1. Member of the Association, at its discretion, may withdraw from the Association at the end of the fiscal year.

    5.7.2. With the loss of membership in the Association, made a member of the opening, trust and membership fees are not refundable.

    5.7.3. A member may be expelled by decision of the General Meeting of the Association, adopted by qualified majority vote of those present at the meeting. The grounds for exclusion of the members of the Association are:
    – Violation of the law, which led or may lead to negative consequences for both the Association as a whole and its individual members;
    – Failure to comply with the provisions of the constitutive documents;
    – Inappropriate actions with respect to the Association as a whole or its individual members, which resulted or could result in material damage or harm caused to the reputation of the Association as a whole or its individual members;
    – Failure to pay membership dues at the end of the fiscal year;
    – Disclosure of confidential information, resulting in or likely to result in the Association as a whole or its individual members, or property damage of undermining business reputation. The list of information that are confidential, established by the Executive Committee of the Association.

    6. Management Association

    6.1. The governing bodies of the Association are: The General Meeting of the Association, Executive Committee, headed by the President (General Secretary), Executive Directorate, the Treasurer, the Audit Commission.
    The supreme governing body of the Association is the General Meeting of the Association. General Meeting of the Association shall be held not less than once a year.

    6.2. Each member of the Association shall have one vote.

    6.3. The exclusive competence of the General Meeting of the Association include:
    a) the amendments and addenda to constitutive documents of the Association;
    b) determining the priorities of the Association, the principles of formation and use of the property of the Association;
    c) the election of the Executive Committee of the Association of the full members of the Association;
    d) Approval of the annual report and annual balance sheet;
    d) Approval of the financial plan of the Association and amend it;
    e) approval of the size of opening, membership, and trust funds;
    g) Approval of the Executive Committee of the Association;
    h) a decision on the admission of new founders of the Association;
    i) exclusion of members of the Association
    a) reorganization or liquidation of the Association.

    6.4.1. General Meeting of the Association can take to the consideration of any question relating to the activities of the Association. The procedure for preparation and holding of the General Assembly determined by the Regulations on the General Assembly decided by the Board.

    6.5. General Meeting of the Association shall be valid if attended by more than half of its members, through their representatives.

    6.6. The decision of the General Meeting of the Association by a majority vote of members present at the General Meeting. Decisions on matters within the exclusive competence of the General Meeting of the Association shall be deemed adopted if voted for them at least 75 percent of the members of the Association who participated in the vote.

    6.7. Member of the Association shall have the right to vote of the General Meeting of the Association only if it has no debt to pay membership fees.

    7. The Executive Committee

    7.1. The Executive Committee of the Association is a collegial governing body, elected by the General Meeting of the Association only full members of the Association by open vote by simple majority for a term of five years. The interests of associate members is a member of the Executive Committee, elected by the votes of only associate members, from both the full and associate members of the Association. For the post of associate members is representative of the Vice-President (General Secretary) of the Board.

    7.2. In the purview of the Executive Committee of the Association include:
    a) submit to the General Meeting of the Association draft amendments to the constituent documents of the Association;
    b) submit to the General Meeting of the Association of the Association’s future plans, including project activities;
    d) the establishment of branches and representative offices of the Association, including those abroad;
    d) Participation in other organizations;
    e) the appointment of authorized representative of the Association to work on the Board of the International Association of ICCO.

    7.3. Decisions by the Executive Committee of the Association by a simple majority vote of those present at the meeting of the Executive Committee of the Association.

    7.4. The Executive Committee of the Association can take to the consideration of any question relating to the activities of the Association, not referred to the exclusive jurisdiction of the General Meeting of the Association

    7.5. The Executive Committee consists of Chairman of the Board (the English version of the Secretary-General), his deputy (or two), Treasurer. Executive Director of the Association is a member of the Board ex officio. The number of Board members, including the Executive Director shall not exceed 12 people.

    7.6. Preside at meetings of the Executive Committee of the Association Chairman of the Executive Committee of the Association (Secretary General), appointed by the full members of the Association by the Executive Committee of the Association of secret ballot by a simple majority for a term of two years. Chairman of the Executive Committee of the Association may be elected for another term. The same person may not serve as Chairman of the Executive Committee of the Association for more than two consecutive terms.

    7.7. Chairman of the Executive Committee of the Association:
    – Chairs the Executive Committee of the Association;
    – No attorney is acting on behalf of the Association;
    – Presides over meetings of the Executive Committee of the Association;
    – Convene the General Meeting of the Association;
    – Represents the Association in government agencies, to all government agencies and community organizations and other various forms of ownership in Russia and abroad;
    – Prepare and chair meetings of the General Meeting of the Association;
    – Reports to the General Meeting of the Association on the work done by the Executive Committee of the Association work;
    – Manages within approved budget funds of the Association, enter into contracts or commit other legal actions on behalf of the Association acquires and manages the property, the opening and closing bank accounts, sign contracts, commitments on behalf of the Association;
    – Reports on its work to the Executive Committee of the Association and the General Meeting of the Association;
    – Organizes the implementation of decisions of the General Meeting of the Association and the Executive Committee of the Association;
    – Organizes the collection, analysis and synthesis of information, the direction of its interested members of the Association;
    – Commander of the officers of the Association of the Russian Federation and abroad;
    – Addresses issues of economic and financial activities of the Association;
    – Is within their competence, personal responsibility for the use of funds and property of the Association in accordance with its statutory goals and objectives.

    7.8. Chairman of the Executive Committee of the Association may impose some of its powers to the Executive Director, issued the corresponding order is within the approved budget. The Executive Director is a salaried person, his candidacy was nominated Chairman of the Board and approved by the decision of the Board.

    7.9. The Board appoints the authorized representative of the Association to work on the Board of the International Association of ICCO. ICCO Board is the highest decision making body at the international level. It brings together representatives appointed by each association. Each association – a member of ICCO has one vote in the Board.

    7.10. The Board nominates its representative at least two years and a maximum of four years to make decisions and protect their interests. The candidate may also be the Chairman of the Board (Secretary General), if deemed appropriate.

    7.11. In that case, if the Board wishes to extend the ICCO presence of its representative on the Board after a specified period of four years, he must formally apply to the members of the ICCO Board for approval. The application must be submitted for consideration by the Secretary General of ICCO, a month before the next board meeting at which the matter can be formally considered. ICCO Board decides whether it may be re-elected as a representative and for how long.

    7.12. The Board shall provide the following information ICCO Board of its representative: name, company – a consultant position in the company, an honorable position in the Association (Board member or a member of the Committee), the number of years of involvement in the association, the number of years in the profession a consultant in the field of public relations.

    7.13. In the case of the appointment of another representative of the association, all of the above information about the new representative must be given to the Secretary General for submission to the ICCO Board in advance of the participation of a new representative to the meetings of the Board of ICCO.

    7.14. Chairman of the Board or the Executive Director of ICCO may be present at a meeting of the Board of ICCO, as an observer after the interests of the Association, without voting rights (in addition to the official representative of the ICCO).

    8. Poryadok changes and amendments to the Articles of Association

    8.1. Changes and additions to the Articles of Association, approval of the Charter of the Association in the new edition may only be amended by a decision of the General Meeting of the Association. Decisions on amendments to the Constitution of the Association shall be adopted by an affirmative vote of at least two thirds of those present at the General Meeting of the Association.

    8.2. Registration of Amendments and Additions to the Constitution of the Association shall be in accordance with the legislation of the Russian Federation.

    8.3. Changes and additions to the Constitution of the Association shall enter into force upon their registration.

    9. Reorganization and Liquidation of the Association

    9.1. The association may be liquidated or reorganized in the manner prescribed by the Civil Code, the Federal law “On Noncommercial Organizations” and other federal laws.

    9.2. Reorganization of the Association may be effected by merger, accession, division, separation and transformation.
    The association can be converted in accordance with current legislation. For the newly formed organization the rights and obligations of the reorganized Association in accordance with the act of transfer.

    9.3. The Association may be dissolved on the ground and in the manner prescribed by the Civil Code of the Russian Federation and federal laws, as well as by the decision of the General Meeting of the Association.

    9.4. General Meeting of the Association shall appoint in consultation with the body carrying out state registration of legal entities, the liquidation commission (liquidator) and installed in accordance with the Civil Code of the Russian Federation and federal laws and the terms of the order of liquidation of the Association. Since the appointment of the liquidation committee are transferred to it the authority to manage the affairs of the Association.

    9.5. The liquidation committee is carrying out activities to publish information about the liquidation of the Association, drafting and implementation of the liquidation balance of payments to creditors of the Association as prescribed by the applicable law.

    9.6. With the reorganization of the Association all documents (administrative, financial, economic, personnel, etc.) are transferred in accordance with the rules of the organization of a successor.

    9.7. If no successor documents of permanent storage of scientific and historical value are transferred to state custody in the archives of the Union “Moscow City” personnel documents (orders, personal files and card records, personal accounts, etc.) shall be deposited in the archives administrative district, the territory of which the Association. Send and organize the documents carried by and at the expense of the Association in accordance with the requirements of the archive.

    9.8. Liquidation of the Association shall be completed when making this record in the state register of legal entities.

    10. Final Provisions
    Relationships are not regulated by this Charter and the memorandum of association shall be regulated by current legislation.

    Separately submitted
    The position on the General Meeting

    6.8. The agenda of the meeting of the General Assembly sent to the members of the Association for 7 days before the meeting. Matters not on the agenda, the meeting shall not be considered.

    6.8.1. The Extraordinary General Meeting of the Association may be convened by the Executive Directorate of the President or by a decision of the Executive Committee at the request of not less than one-quarter of the members of the Association or at the initiative of the Audit Commission within 45 days of receipt of a written statement from the Association or the Audit Commission

    6.8.2. The question of inclusion in the agenda of issues / proposals submitted directly to the course of the General Meeting of the Association shall be decided by voting and by a simple majority vote of the members of the Association present at the meeting.

    6.9. The work of the General Meeting of the Association headed by Chairman of the meeting. General Meeting of the Association shall elect a Chairman and Secretary of the Assembly meeting of the members present (their representatives).

    6.9.1. Chairman of the meeting directs the work of the General Meeting of the Association, maintain order, ensure the rights of members of the Association to express their opinions on the issues.
    Secretary of the Meeting is responsible for keeping the minutes of the General Meeting of the Association, as well as for the reliability of the information reflected in it.

    6.10. Minutes of the General Meeting of the Association meeting prepared by the Registrar not later than 3 days after the close of the General Meeting of the Association in duplicate. Both copies are signed by the presiding officer at the General Meeting of the Association and the Secretary of the meeting.

    6.10.1. The minutes of the General Meeting of the Association shall include:
    – Time and place of the General Meeting of the Association;
    – Total number of votes cast by the participants of the meeting;
    – The Chairman and Secretary of the meeting’s agenda.

    6.10.2. The minutes of the General Meeting of the Association are the main provisions of speeches, questions put to the vote and the voting results, the decisions taken by the General Meeting of the Association.