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ARTICLE 1. GENERAL PROVISIONS
1.1. The Publishing-Polygraphic Association of Universities of Russia (further on in the text – the Association) is founded on the basis of the decision of a general meeting of founders and on Constituent agreement of January 30, 1997 concerning its foundation. The Association is a united legal entity and acts on the principles of voluntarism, self-management, legal equality of its members, legitimacy, and publicity.
1.2. The Association acquires civic rights and takes civil responsibilities through its bodies acting in according to the law, other legal acts and the present Statute.
1.3. The Association has the separate property in its property and answers under the obligations by this property, can acquire and realize on its own behalf property and personal non-property rights, to act, be the claimant and the respondent in court.
1.4. The Association is a noncommercial organization.
1.5. The Association has an independent balance, settlement and other accounts in rubles and foreign exchange in banks and other credit institutions, a round stamp with the name, stamps, forms, essential elements and other attributes of the legal entity.
1.6. In its activity, the Association is guided by the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Act « On Noncommercial Organizations » of 12.01.96 N 7-ФЗ, other current legislation, the articles of the constituent agreement and the present statute.
1.7. The state and its bodies do not answer for obligations of the Association, and the Association does not answer for obligations the state and its bodies. The Association does not answer for obligations of its Founders (members), and the Founders (members) of the Association have the subsidiary liability under its obligations in the size and the order stipulated by Article 5 of the present Statute.
1.8. The Association can have its own divisions in the form of representations and branches, both in the territory of the Russian Federation, and beyond its boundaries.
1.9. The Association can be a participant in other unions and associations of legal entities, both in the territory of the Russian Federation, and beyond its boundaries.
1.10. For the realization of enterprise activity, the Association can create economic companies or participate in such companies.
1.11. The full name of the Association: The Publishing-Polygraphic Association of Universities of Russia.
1.12. The abbreviated name: IPA universities of Russia.
1.13. The location of the Association: the Russian Federation, 195251, Saint Petersburg, Polytechnic street, 29.
1.14. The official and working language of the Association is Russian - the state language of the Russian Federation.
1.15. The Association is formed for unspecified length of time.
1.16. The Association is open for entry on equal rights of other legal entities, including foreign, recognizing and respecting provisions of the Statute of the Association.
ARTICLE 2. THE AIMS OF FOUNDATION AND THE SUBJECT OF THE ACTIVITY OF THE ASSOCIATION.
2.1. The Association is noncommercial organization, and is founded with the purposes of coordination of the activity of its members, and also representation and protection of their general property and other interests in the sphere of publishing, polygraphic, and advertising activity.
Coordination of the activity of the members of the Association should not be accompanied by limitation of competitiveness in the sphere of its activity.
2.2. For achievement of the purposes mentioned in item 2.1. of the present Statute, the Association:
1) participates through authorized persons in the improvement of the current legislation regulating publishing, polygraphic, and advertising activity, and also taxation of the corresponding legal persons;
2) represents the interests of its members in federal and city bodies of the legislative and executive authority;
3) assists members in establishment of relations with the corresponding state government bodies and interested organizations;
4) provides continuous connection and interaction between members of the Association;
5) realizes generalization of the experience of the separate organizations rendering publishing, polygraphic and advertising services;
6) organizes joint activity of the members of the Association in the sphere of publishing, polygraphic, and advertising services;
7) organizes exhibitions and competitions in educational and scientific literature, provides representation of its members at the exhibitions of the corresponding structure, organized by third persons in the territory of the Russian Federation and abroad;
8) forms (on a contractual basis) from the number of the most qualified experts, members of the Association and-or employees of the other establishments and organizations, special expert council for carrying out examination of scientific, educational and educational-methodical publications with the aim of determining the degree of their correspondence to the requirements, presented for such publications by the existing normative-legal acts of the Federal ministries and departments;
9) gives consultations on the problems of publishing and polygraphic work (including the engineering and technology of separate methods of print, development of internal normative documentation, organization of sales of finished goods, etc.), and also advertising activity;
10) performs expert evaluation of the budget documentation of publishing projects and art - technical design of publications, and also the quality of their polygraphic design;
11) implements versatile activity for the most complete satisfaction of inquiries of the educational system in publishing-polygraphic services;
12) organizes foreign-economic activity in accordance with the established procedure;
13) carries out research and gives recommendations to the members of the Association on improvement of the quality of publishing, polygraphic, and advertising activity, development of uniform standards, increase of technical and aesthetic qualities of the goods produced by the members of the Association;
14) carries out research and gives recommendations to the members of the Association on prevention of chances of violation of principles of fair competition and rights of consumers to receiving reliable information in advertising;
15) conducts marketing research, distributes information on advanced achievements and introduces new technologies in the field of publishing, polygraphic, and advertising activity in the interests of the members of the Association;
16) considers ethical aspects of the mutual relations of the members of the Association, gives recommendations for settling conflict situations and disputes arising between them, thus creating a favorable climate for development of publishing, polygraphic, and advertising business;
17) is engaged in the improvement of professional skill of experts busy in the field of publishing, polygraphic, and advertising business;
18) organizes and carries out conferences, seminars, consultations and meetings on the problems of the publishing, polygraphic, and advertising business;
19) promotes the development of mutually advantageous connections with international organizations in the interests of the development of the activity of the Association.
ARTICLE 3. FOUNDERS (MEMBERS) OF THE ASSOCIATION, THEIR RIGHTS AND RESPONSIBILITIES
3.1. The founders of the Association are noncommercial organizations listed below, which are legal entities under the legislation of the Russian Federation:
1) St.-Petersburg State University, the new edition of the Statute is registered by the Decision of the Registration Chamber of the City administration of Saint Petersburg № 23690 of August 29 1995, in connection with the change of the name (the old title: Leningrad order of Lenin and the order of Labor Red Banner State University by А.А. Zhdanov). The address: 199034, Saint Petersburg, University Quay, 7/9.
2) Russian state Pedagogical University by. A.I.Gertsen, registered by the Decision of the Registration Chamber of the City administration of Saint Petersburg № 6607 of March 03, 1994, record in the book of registration № 4563, the certificate on state registration № 4563, the address: 191186, Saint Petersburg, river Moyka embankment, 48.
3) St.-Petersburg State Technical university (the assignee of the St.-Petersburg Polytechnic institute founded on February 19, 1899), new edition of the Statute is registered by the Decision of Registration Chamber of the City administration of Saint Petersburg № 7906 of May 31, 1994, the address: 195251, Saint Petersburg, Polytechnic Street., 29.
3.2. The founders of the Association are its full members and are referred to hereinafter, under the text of the Statute, as the Members of the Association.
3.3. The Members of the Association preserve their independence and rights of legal entities.
3.4. Any legal entities admitted to the number of Members of the Association by the decision of a General meeting of representatives of the Members of the Association, in the order stipulated by the present Stature can be Members of the Association.
3.5. The Members of the Association have the right:
1) to participate in an administrative department of the Association, in the order stipulated by the present Statute and the Constituent Agreement;
2) to receive information on the activity of the Association, including examining accounting and other documentation;
3) to use services, rendered by Association, free of charge;
4) to leave the Association at their own discretion upon termination of a fiscal year;
5) the Members of the Association have other rights defined by the General meeting of the members of the Association.
3.6. The Members of the Association are obliged:
1) to respect the provisions of the Constituent documents of the Association;
2) to pay timely periodic (annual) and purposeful dues, the amount of which is determined by the General meeting of the Members of the Association;
3) to execute the accepted obligations in relation to the Association;
4) to protect the property of the Association;
5) to assist the Association in receiving the right to use premises, structures, and other objects of real estate, land, water, and other natural resources necessary for its activity;
6) to assist in completing the staff of the Association with qualified experts;
7) to assist the Association in achievement of the purposes of its foundation.
ARTICLE 4. THE ORDER OF ENTERING INTO THE ASSOCIATION OF NEW MEMBERS AND LEAVING IT
4.1. Any legal entity agreeing to the Articles of the Association, can be accepted as a full Member.
4.2. The decision on admittance to the Association of legal entities is made at the Meeting of the Members of the Association.
4.3. A Member of the Association has the right, at his own discretion, to leave the Association upon termination of a fiscal year, having informed the other members of the Association about the decision.
4.4. In reorganization of the legal entity – a Member of the Association, and his assignees, becomes full Members of the Association.
4.5. A Member of the Association can be excluded from it by the decision of other Members of the Association.
The decision on exclusion from the membership in the Association can be made in the following cases:
1) at non-completion or inadequate completion of the assumed responsibilities, including non-payment of the tax;
2) in causing damage by his actions to the Association or encumbering the achievement of the purposes of the Association by his actions.
ARTICLE 5. THE RESPONSIBILITY OF MEMBERS
5.1. The Members of the Association bear the subsidiary responsibility under their obligations.
5.2. Upon entry into the Association of a new participant, his subsidiary responsibility begins from the moment at which at the General meeting of the Members of the Association the decision of admittance into the Members of the Association is made.
5.3. A Member of the Association having made the decision to leave the Association at his own discretion bears the subsidiary responsibility for a proportional paying of his dues considering a time period of two years from the moment of his leave.
5.4. After exclusion from the Association its Member bears the subsidiary responsibility for proportional paying of his dues considering a time period of two years from the moment of the decision on his exclusion.
5.5. Upon leaving or exclusion from the Membership of the Association, the entrance fee and membership fee are not returned.
ARTICLE 6. THE ORDER OF FORMATION OF THE PROPERTY OF THE ASSOCIATION
6.1. The Association has separate property in its possession.
6.2. The Association property is formed for the account of:
1) entrance fees of legal entities – the Members of the Association, the quarterly tax, the size of the tax is established by the decision of the Meeting of the Members of the Association;
2) voluntary property installments and donations from enterprises, establishments, organizations, and citizens;
3) proceeds from the realization of goods, works, services;
4) dividends (incomes, percents), received under shares, bonds, other valuable papers and deposits;
5) incomes received from the property, which is in possession of the Association;
6) other receipts not forbidden by law;
6.3. Entering the Association, the legal entity pays the entrance fee.
6.4. Members of the Association pay the quarterly tax, the amount of which, in the current fiscal year, is established at the General annual meeting of the Members of the Association.
6.5. The profit received by the Association is not subject to distribution between the Members of the Association.
ARTICLE 7. FINANCING THE ACTIVITY OF THE ASSOCIATION
7.1. The fiscal year of the Association goes from January 1 till December 31 of a calendar year.
7.2. Bookkeeping and reporting are kept according to the current legislation.
7.3. The Members of the Association have the right to receive information on financial activities of the Association, review accounting and other documentation.
ARTICLE 8. STRUCTURE AND COMPETENCE OF THE MANAGING AND CONTROL BODIES OF THE ASSOCIATION.
8.1. The General meeting of the Members of the Association.
The supreme body of management of the Association is the General meeting of its Members. The General meeting of the Members of the Association consists of the Members of the Association or the representatives appointed by them. Representatives act by proxy, given by the Members of the Association.
The General meeting of the Members of the Association is convened by the president of the Association.
A notice on convocation of the General meeting of the members should be sent to the Members of the Association not later than 30 days prior to the appointed assembly. Date, meeting place, and the agenda should be included in the correspondence.
The place of the General meeting of the Members of the Association can be both the location of the executive board of the Association - Saint Petersburg, and other regions in the territory of the Russian Federation and foreign states.
Once a year, the Association holds the General annual meeting of the Members of the Association. All meetings, besides annual, are considered “special”.
Special General Meetings of the Members of the Association are convened as required by the president of the Association, Council of the Members of the Association, and by demand of one-third of the membership of the Association. The information about special General meeting of the Members of the Association should contain a statement of the problem submitted for discussion.
Competence of the General meeting of the Members of the Association includes the solution of the following questions:
1) changes and additions to the Constituent instruments of the Association;
2) determination of the main directions of activity of the Association, principles of formation and use of the property of the Association;
3) election of the Council of the members of the Association;
4) election of the President of the Association;
5) decision-making on reorganization and liquidation of the Association;
6) approval of an accounting budget of the Association and making changes in it;
7) approval of the annual report and annual accounting report;
8) decision-making on creation and liquidation of the branches and representations of the Association;
9) decision-making on admittance of new Members into the Association;
10) decision-making on exclusion of Members from the Association;
11) approval of the report of the president of the Association;
12) approval of rules of a procedure and other internal documents of the Association;
13) establishment of the amount and order of paying entrance fees by new Members;
14) establishment of the amount, structure and order of paying membership dues by the Members of the Association.
The decision of the above questions, mentioned in sub-items 1-5, refers to exclusive competence of the General meeting of the Members of the Association.
The General meeting of the Members of the Association is competent to decide questions of its competence if not less than 60% of the Members of the Association or their legal representatives are present.
Questions at the General meeting of the members of he Association are decided by voting.
Each member of the Association has the right of one vote in the decision of all questions referred to the competence of the General meeting of the Members of the Association.
In case of a tie vote, the vote of the president of the Association is a decisive one.
Decisions on the questions referred to the exclusive competence of the General meeting of the Members the Associations (sub-items 1-5),are accepted by the majority in 4/5 votes of the Members of the Association present at the General meeting.
On all other questions referred to competence of the Meeting, the decisions are accepted by the majority of votes of the Members of the Association present at the General meeting.
8.2. The Council of the Members of the Association (the Collegiate Executive Board) is the permanent collegiate executive board of the Association. The General meeting elects the Council of the Members of the Association from the members of the Association (their legal representatives) three people for a period of three years.
The president heads the work of the Council of the Members of the Association.
The president of the Association presides at the meetings of the Council of the Members of the Association.
The Council of the Members of the Association elects the secretary of the Council who keeps minutes of the General meetings of the members of the Association, and meetings of the Council of the Members of the Association.
The competence of the Council of the members includes:
1) decision-making on participation of the Association in other unions and associations;
2) decision-making on the establishment by the Association of economic companies or participation in such companies;
3) preliminary consideration of all questions which are submitted for discussion at the General meeting of the Members of the Association;
4) election of the Auditor of the Association;
5) determination of the order and a rate of commission to the Members of the Council of the members of the Association;
6) appointment of the auditor of the Association and determination of payment for his services;
7) election of the secretary of the Council of the Members of the Association;
8) approval of rules and regulations of conducting meetings of the Council;
9) consideration of other questions if these questions are not referred to exclusive competence of the Meeting of the Members of the Association.
Meeting of the Members of the Association
The Council of the Members of the Association is called as required by the president of the Association or two other Members of the Council.
The Council of the Members of the Association is competent to decide questions referred to its competence if not less than 60% of participants of the Council of the Members of the Association are present.
Questions at the meetings of the Council are decided by voting. Each Member of the Council of the members of the Association has the right for one vote in the decision of all questions referred to competence of the Council.
On all questions referred to competence of the Council of the Association, the decisions are made by the majority of voices of the Members of the Councilors present at the meeting.
In case of a tie vote, the voice of the president of the Association is a decisive one.
The Council of the Members of the Association holds its meetings at the place of the executive board - in Saint Petersburg.
A decision signed by all the members of the Council of the Members of the Association (when impossible to hold meeting of the Council), carries the same weight as a decision approved at the meeting of the Council of the Members of the Association.
8.3. The president of the Association (the individual executive organ).
The personal executive organ of management of the Association is the president of the Association, is elected from the Members of the Association or their representatives, for a period of five years.
Decisions on the election of the president and his discharge from the position are accepted at the General meeting of the Members of the Association.
The president by virtue of his competence:
1) carries out management of the activity of the Council of the Members of the Association;
2) submits for approval to the Council of the Members of the Association projects of a financial plan of the Association and changes in it, the report on implementation of such plan, after the termination of a fiscal year, presents the annual report and the annual balance sheet;
3) without the power of attorney, acts on behalf of the Associations, represents it in all establishments, enterprises and organizations, opens bank accounts, issues powers of attorney;
4) independently concludes agreements and contracts;
5) takes measure to support workers of the Association and imposes penalties on them according to office regulations;
6) admits and dismisses workers of the Association according to a list of staff;
7) makes decisions, issues orders on operative questions of the internal activity of the Association;
8) organizes bookkeeping and reporting;
9) presides at the meetings of the Council of the Members of the Association and General meetings of the Members of the Association;
10) carries out any other actions necessary for the achievement of the aims of the Association, except for those that, according to the Statute, are directly appointed for the General meeting of the Members of the Association or Council of the Members of the Association.
The decisions, included in competence of the president of the Association, are approved by him personally by virtue of the official provision.
8.4. The control over financial activity of the Association is conducted by the auditor.
The auditor is elected from the Members of the Association for a period of one year at the meeting of the Council of the Members of the Association.
The auditor handles the account by the instructions of the General meeting of the Members of the Association or on demand if not less than one-third of Members of the Association are present.
The auditor presents the account summary to the General meeting of the Members of the Association.
The Association can conclude an agreement with the specialized organization conducting an audit and confirmation of the correctness of the annual financial accounting (outside audit). Auditor check of the financial activity should be conducted at any time by the regulations of the General meeting of the members of the Association, the Auditor or on demand of one-third of Members of the Association.
ARTICLE 9. INTERNATIONAL RELATIONS
9.1. The Association works in close cooperation with foreign international organizations.
9.2. In international relations, the Association acts in the interests of developing publishing-polygraphic activity in the Russian Federation.
ARTICLE 10. CONDITIONS AND THE ORDER OF REORGANIZATION AND LIQUIDATION OF THE ASSOCIATION
10.1. The termination of the activity of the Association is handled by the way of its liquidation or reorganization.
Upon reorganization of the Association, its rights and the responsibilities pass to the assignees.
10.2. The Association is liquidated:
1) by a of the General meeting of the Members of the Association;
2) by a decision of a court in the case of declaring it bankrupt or nullity of its documents and the decision on the foundation of the Association;
3) at decision-making on an interdiction of the activity of the Association because of non-realization of the conditions established by the legislation of the Russian Federation if in the term stipulated by the decision, observance of these conditions is not provided;
4) on other base stipulated by the legislation of the Russian Federation.
Voluntary liquidation of the Association is made by the Association liquidation commission, appointed by the General meeting of the Members of the Association, compulsory - commission is appointed by a court.
Liquidation upon bankruptcy is conducted according to the legislation of the Russian Federation.
The property of the Association remaining after satisfaction of the demands of the creditors is distributed in equal proportions between its Members.
Liquidation is considered completed, and the Association - terminating its existence, after recording it in the uniform state register of legal entities.
10.3. Reorganization of the Association is made by the decision of the Meeting of the Members of the Association.
The Association has the right to be transformed to fund, an independent noncommercial organization, economic company, or society.
In cases, established by law, reorganization of the Association in the form of its separation or allocation from its structure of one or several legal entities is implemented by a decision of the authorized state bodies or by a court decision.
If one of the provisions of the present Statute becomes invalid in connection with the approval of new legislative acts it does not affect the other provisions.
The invalid provision is substituted by a valid one or by the closest in meaning.
