Approved by

The Founding Conference on February 12, 2013

By-laws

Of the All-Russian Public Organization Russian Club of Financial Directors

Moscow, 2012

1. GENERAL PROVISIONS

1.1 The All-Russian Public Organization Russian Club of Financial Directors (hereinafter referred to as the “Club”) is a membership-based non-governmental organization, established in the form of a public organization to perform joint activities, protect mutual interests and achieve statutory purposes of the Club members. The Club shall perform its activities in the territory of more than a half of the subjects of the Russian Federation.

1.2 The Club is governed by the principles of self-government, voluntariness and legality. The Club’s scope of activity is open and information concerning its founding and program documents is publicly available. The Club is free to determine its organizational structure, objectives, and ways and methods of activity.

1.3 The Club is incorporated and operates in accordance with the Constitution of the Russian Federation, Civil Code of the Russian Federation, the Federal Law on Non-profit Organizations, the Federal Law on Public Organizations and other provisions of the effective legislation of the Russian Federation and of these By-laws.

1.4 The full name of the Club in Russian is Общероссийская общественная организация «Российский клуб финансовых директоров»

The abbreviated name of the Club in Russian is РКФД

The full name of the Club in English is All-Russian Public Organization Russian Club of Financial Directors

The abbreviated name of the Club in English is RCFD

1.5 The territorial domain of the Club is more than a half of the subjects of the Russian Federation.

1.6 The Club is entitled to have its own identification means: emblems, escutcheons, other heraldic signs, flags and anthems. The identification means shall not coincideе with the state identification means of the Russian Federation, the state identification means of the subjects of the Russian Federation, the identification means of municipal formations, Federal agencies, State government bodies of constituent entities of the Russian Federation, the Armed Forces of the Russian Federation, other military forces and formations, the identification means of foreign states and the identification means of international organizations. The identification means of the Club are subject to state registration in accordance with the statutory procedure of the Russian Federation.

1.7 The standing governing body of the Club is the Presidium, which is located in in Moscow.

2. LEGAL POSITION

2.1 The Club is deemed to be a legal entity as from its state registration as required by law, owns its separate property, is liable for its obligations with all its property, can exercise its private non-property rights, perform its obligations and acts as a plaintiff or defendant in court.

2.2 The Club has its independent balance sheet and (or) estimate.

2.3 The Club is formed for an indefinite period.

2.4 The Club may open bank accounts in and outside the Russian Federation, except as otherwise provided by the Federal law of the Russian Federation.

2.5 The Club may on its own behalf engage in public activities, establish business and commercial relations with Russian and foreign state authorities, parliamentary organizations, international, public, commercial and other organizations, as well as with Russian and foreign citizens, participate in joint activities aimed at implementation of statutory purposes of the Club, join international and other organizations and cooperate with them.

2.6 Principal activities of the Club cover the activities of financial directors, financial managers, financial analysts and financial advisors, chief accountants, experts working in banking, investment, leasing and insurance companies, employed directly in financial management and distribution, as well as the activities of government and municipal financial administration and law making employees analysts, scientists, researches and university professors, purchasing academic career in finances, tax experts and analysts engaged in financial analysis and financial forecasting, and experts in financial recovery.

3. OBJECTIVES AND SCOPE OF ACTIVITIES

3.1. The Club has the following objectives:

- consolidation of efforts of the professional financial community and persons whose activities are related to finances on the territory of the Russian Federation on the basis of sharing professional interests, discussions and finding solutions of problems of development of the Russian Federation financial system, joint preparation of development plans in conformity with modern principles of self-government and legislation that is capable of protecting and promoting the Club’s interests;

- establishment of stable business relations among the members of the financial community and creation of confidence ;

- creation of a system of business information exchange among the Club members, as well as between the Club members and the general public;

- forming the norms of professional ethics, rules of personal and professional conduct of financial employees and introducing them into everyday practice;;

- protection and promotion of the interests of the Club members in legislative and executive government bodies, municipal and self-governing authorities, in embassies of foreign states, in cooperation with representatives of foreign states or commercial and public entities;

- development of foreign business connection between the Russian and foreign financial communities and financial associations, development and implementation of joint projects on the basis of established business connections;;

- contributing to the enhancement of international financial profession’s trust in the economy of the Russian Federation;

- contributing to raising the status of Moscow to the level of an international financial center (IFC);

- creating favorable conditions to turn the Russian Federation into a powerful industrial nation by developing the financial profession, which is closely connected with industrial production and science..

3.2 Principal activities of the Club:

- Informational and organizational work to consolidate the profession and form steady connections in the financial community;

- assisting the Club members in expanding professional contacts and development of business connections between financial managers of various organizations and regions;

- monitoring of financial employees opinion on pressing issues of economy development;

- holding public events such as meetings, conferences, forums, congresses, summits with the aim of articulation and aggregation of interests of the financial community with subsequent informing the state administrative bodies about the main problems and prospects of financial sector development;

- organizing negotiation process between commercial entities, interested in cooperating in business activities;

- preparing proposals and holding negotiations with the state administrative bodies on the development of the financial sector to implement such proposals;

- assisting the state administrative bodies in enhancing the legislation to improve conditions of the economic development as a whole, and contributing to the establishment of congenial investment climate;

- preparation of proposals to improve the legislation, participation in expert councils and public councils under the Federal Council of the Russian Parliament, State Duma of the Federal Assembly of the Russian Federation, ministries and administrations;

- assisting to implement approval procedures (mediation) between subjects of the financial community, the state administrative bodies and business entities;

- assisting to arrange cooperation between the Club members, representatives of the financial community and representatives of the legislative and executive authorities, including: the Presidential Executive Office of the Russian Federation, the Government Office of the Russian Federation, the Federation Council of the Federal Assembly of the Russian Federation, the State Duma of the Federal Assembly of the Russian Federation, the Central Bank of the Russian Federation, the Ministry of Finance of the Russian Federation, the Federal Tax Service of the Russian Federation, the Accounts Chamber of the Russian Federation, the Federal Treasury, the Federal Service for Financial and Budgetary Supervision, the Federal Service for Financial Monitoring and other financial administration and supervision agencies;

- assisting to establish cooperation of the Russian financial community and the Financial Action Task Force on Money Laundering (FATF), the Eurasian group on combating money laundering and financing of terrorism (EAG), the Committee of Experts on the Evaluation of Anti-Money Laundering Measures and the Financing of Terrorism (MONEYVAL) with the aim of combating legalization and laundering of criminal money and combating financing of terrorism;

- developing international relations between the Russian financial community and financial communities and organizations of foreign countries;

- assisting to establish and expand cooperation with international financial institutes including the World Bank Group (WBG), the International Bank for Economic Cooperation (IBEC), the European Bank for Reconstruction and Development (EBRD), the International Financial Corporation (IFC), the Bank for International Settlements (BIS), the European Investment Bank (EIB), the Asian Development Bank (ADB), the African Development Bank (ADB), the Arab Monetary Fund (AMF), the Islamic Development Bank, the Inter-American Development Bank (IADB), the European Development Bank (EDB), and other large international financial organizations;

- assisting to establish conditions to increase the trust of the international community towards the financial system of the Russian Federation and its economy as a whole;

- contributing to the creation of favorable conditions for increasing the ratings of businesses and prestige of the Russian Federation, its territorial and business entities;

- contributing to raising the status of Moscow to the level of an international financial center (IFC), and preparing international projects for financial interaction;

- facilitation of international experience exchange to develop financial transactions;

- facilitation of cooperation of foreign investors with Russian enterprises and organizations;

- contributing to the development of banking, insurance and investment operations, financial infrastructure and financial development;

- providing hands-on assistance to Russian enterprises in issuing transactions, assisting to Russian companies to enter international financial markets;

- development of professional code of conduct of financial managers and standards on managing corporate finance, formulation of qualification requirements to financial directors and managers in accordance with the amount of financial means and complexity of operations that they perform;

- contributing to the improvement of corporate finance management;

- public monitoring over the activity of business entities and preventing speculative trends and unfair competition;

- performing scientific and research work and providing expert services;

- assisting to organize learning activities to improve knowledge in the field of finances, taxes and law;

- distributing new knowledge on financial products in a clear and up-to-date way for a wide range of citizens of the Russian Federation and enhancing financial awareness;

- providing technical and consulting assistance to financial directors, managers, analysts and chief accountants in implementation of their every-day activities;

- creating and maintaining an information portal to inform the financial community on the activities of the Club and consolidate interests of its members;

- maintenance of the register of financial directors of the Russian Federation, preparing and creating the rating of financial directors;

- contributing to the balanced growth of the financial sector of the Russian Federation;

- contributing to improve the image of the Russian Federation as a participant in international financial markets;

- contributing to drastic qualitative changes in production forces on the basis of attracting investments to the economy of the Russian Federation and making science the driving force of industrial production.

3.3 Principal operations of the Club3:

- articulation of interest of the financial community by collecting and consolidating information, representation of the Club members’ interests in the state and municipal authorities, business entities and non-profit organizations, professional communities and associations, foreign and international communities and associations;

- aggregation of interest of the financial community on the basis of coordination of individual demands, establishment of a certain hierarchy between them, formulation of common tasks and objectives, strengthening the prestige of the profession of financial directors (managers) and improvement of financial education;

- introduction and promotion (lobbying) of the interests of the Russian financial community and its entities in the state and municipal authorities;

- mediation and alternative settlement of disputes, with the Club members being a neutral, unbiased and independent party that assists in settling disputes between the financial community, its entities and legislative and executive government bodies, as well as between commercial entities;

- informing government agencies on problematic issues of public and professional activities of the financial community;

- making proposals to legislative and executive government bodies to improve the financial system and financial operations in the Russian Federation;

- organization of public events in compliance with the statutory purposes and the legislation of the Russian Federation;

- formation of groups of best representatives of the financial community to nominate them to important positions in state administrative bodies and municipal authorities, and executive positions in state and municipal agencies, large business companies and other entities, influencing the selection of personnel participating in decision-making;

- preparing and mastering programs and projects of the Club development;

- support of rights and protection of legitimate interests of the Club members;

- innovation activity on the basis of improvements ensuring the enhancement of quality of financial processes, risk minimization, strengthening the prestige of the profession of financial directors, financial managers and persons employed in financial administration;

3.4 To implement the statutory purposes, the Club is entitled to:

- enter into transactions and other legal arrangements corresponding to the purposes of the Club independently both in the Russian Federation and abroad and in compliance with the applicable legislation;

- design and implement commercial and noncommercial projects and establish temporary and permanent groups of experts, engage individual experts, including foreign ones, with remuneration of their labour on a negotiable and contractual basis;

- carry out (using the Club members’ potential as well) fundamental, exploration and applied research and scientific works, prepare expert analysis and forecasts;

- conduct researches, opinion polls, various expert reviews;

- prepare expert advice in compliance with the Club purposes;

- prepare commercial and public investment projects of industrial and economic development of territories and businesses and create financial models in accordance with the procedure established by law;

- prepare analytical reports of various kinds in compliance with the statutory purposes of the Club;

- develop ratings;

- conduct security transactions;

- participate in trading sessions, competitions, exhibitions, expositions, and organize independent competitions and trading sessions;

- take credits from banks and other credit organizations;

- determine organizational structure of the Club independently, recruit staff and administrative personnel, decide upon the issues of staff remuneration and incentive compensation;

- send on business trips (abroad as well), staff and non-staff employees to serve internship and exchange experience;

- acquire necessary materials, equipment, inventory and other capital and consumer goods from wholesale and retail companies and sole proprietors;

- assist in organizing international, Russian and regional exhibitions;

- establish business relations, cooperate in improvement of healthcare, social security, economy, finances, education, culture, sport, entrepreneurship with interested legal entities and physical persons, including foreign ones;

- develop and approve plans and programs of its activity independently, determine the areas of spending financial resources and property;

- participate in the implementation of international, Russian and regional projects and programs, cooperate with domestic and foreign organizations with similar statutory purposes;

- represent and protect its rights, contribute to the protection of legitimate interests of its members and other persons upon their request in state and municipal authorities, and non-governmental organizations;

- organize and conduct exhibitions, lotteries, public sales, sale promotions, seminars, symposiums, meetings to discuss the matters of statutory activities, and delegate its members to participate in similar events in Russia and abroad;

- invest its equity and raised funds in organizing events on implementation of statutory purposes of the Club;

- be engaged in sponsorship and charity activities;

- receive sponsorship and charity assistance.

3.5. The Club is entitled to carry out certain activities only under a special permission (license) as stipulated by applicable legislation. The Club is entitled to carry out licensed activities upon receipt of a relevant license or within the time specified herein and terminates upon the expiration thereof, unless otherwise provided by law or other legal acts.

3.6. The above international activities are carried out in accordance with applicable legislation.

3.7. The Club has the right to establish other nonprofit organizations or join associations and clubs to achieve the goals stipulated herein.

3.8. Interference of state authorities and officials into the Club activities, as well as interference of the Club into the activities of the state authorities their officials is prohibited, unless otherwise provided by the Federal Law.

3.9. The Club is entitled to carry out entrepreneurial activities only to achieve its statutory purposes, for which it was created, and complying with these purposes. Entrepreneurial activities shall be carried out by the Club in accordance with the Civil Code of the Russian Federation and other legal acts of the Russian Federation. The Club is entitled to establish economic partnerships, associations and other economic organizations, and acquire property designed to carry out entrepreneurial activities. Entrepreneurial income of the Club shall not be redistributed among its members and shall be used for the achievement of statutory purposes only.

3.10. The Club keeps record of income and expenditure upon its entrepreneurial or other income-generating activities.

3.11. The Club has the right to carry out other legitimate activities for its own benefit.

4. PUBLIC, RESEARCH AND EXPERT ACTIVITIES OF THE CLUB

To achieve its statutory purposes and to carry out scientific, research, expert and advisory activities, and for mediation between the Club members and business entities, the Club creates the following subdivisions in its internal structure:

- The Committee of Financial and Investment Legislation;

- The Budget committee;

- The Committee of Taxes and Levies;

- The Committee of Foreign Investments Attraction;

- The Committee of Home Investments Development;

- The Project Funding Committee;

- The Committee of Stock Market and Share Issues;

- The Committee of Corporate Finances;

- The Banking and Insurance Committee;

- The Mergers and Acquisitions Committee (M&A);

- The Legal Committee;

- The Economic Security Committee;

- The Committee on Creation of the International Financial Center in Moscow;

- The Expert Council

- The Professional Ethics Committee;

- The Rating Service.

4.2. Each separate committee is governed by the Chairman of this Committee or Chairman Deputies.

4.3. The Committee of Financial and Investment Legislation is an advisory body created to discuss the issues of financial and investment legislation, and to prepare proposals for its improvement for the State Duma, the Federation Council and the Legislative Assembly.

4.4. The Budget Committee is an advisory body created to discuss the issues of budget management.

4.5. The Committee of Taxes and Levies is an advisory body created to discuss and generate primary proposals on taxation policy, determine the position of the professional community on taxes and levies, asses fiscal performance, develop general recommendations for the market and concrete suggestions for market participants.

4.6. The Committee of Foreign Investments Attraction is an advisory body created to discuss the issues of attraction of foreign investments to the territory of the Russian Federation and protect them from hostile acts of third parties.

4.7. The Committee of Home Investments Development is an advisory body created to discuss the domestic aspects of investment activity and generate primary proposals on the issues of investment.

4.8. The Project Funding Committee is an advisory body created to discuss the issues of project financing and generate primary proposals on project financing and to assist organizations in raising project financing.

4.9. The Committee of Stock Market and Share Issues is an advisory body created to discuss and generate primary proposals on operation of stock markets, commercial entities entering the stock markets, setting priorities for emission operations, risk assessment, development of general recommendations for the market and specific suggestions for market participants.

4.10. The Committee of Corporate Finances is an advisory body created to discuss the issues of financial management in organizations.

4.11. The Banking and Insurance Committee is an advisory body created to discuss the issues of banking, generate primary proposals on credit policy, set priorities on the credit market, asses risks, develop general recommendations for the market and specific suggestions for market participants, assist in granting considerable credits.

4.12. The Mergers and Acquisitions Committee (M&A) is an advisory body created to discuss and generate primary proposals on mergers and acquisitions (M&A), protect from hostile takeovers, set priorities, assess risks, develop general recommendations for particular proposals for market participants.

4.13. The Legal Committee is an advisory body created to discuss and generate primary proposals on the issues of law and law enforcement practice, provide professional legal protection of the interest of the financial community and its individual representatives in particular, carry out mediation between business entities and law enforcement agencies, carry out conciliation procedures between conflicting parties, generate recommendations for particular situations and market participants.

4.14. The Economic Security Committee is an advisory body created to discuss and generate primary proposals on security issues, protect from deceptive practices and economic crimes, carry out mediation between business entities and law enforcement agencies, carry out conciliation procedures between conflicting parties, generate recommendations for particular situations and market participants.

4.15. The Committee on Creation of the International Financial Center in Moscow is an advisory body created to discuss and generate primary proposals to implement the policy of the President of the Russian Federation and the Government of the Russian Federation, aimed at establishing the International Financial Centre in Moscow.

4.16. The Expert Council is an advisory body created to carry out expert economic and financial analysis. The Expert board may prepare expert opinion, reports and recommendations, including reports on the development of financial business and financial situation in the Russian Federation.

4.17. The Professional Ethics Committee is an advisory body created to discuss and generate primary proposals on the system of moral principles, norms and rules of conduct of financial experts with regard to specifics of the profession, to establish standards of professional activities, to discuss current issues of financial activity, to describe the norms of professional ethics, and develop general recommendations for the market as a whole and specific suggestions for market participants.

4.18. The Rating Service is an advisory body created to develop ratings and carry out related activities. The Rating Service is governed by the Director of the Rating Service and his/her Deputies.

4.19. The Club has also the right to establish other subdivisions, committees and services. The Committee on Financial and Investment Legislation; the Budget Committee; the Committee on Taxes and Levies; the Committee on Attraction of Foreign Investments; the Committee on Development of Domestic Investments; the Committee on Project Financing; Committee on Stock Markets and Emissions; the Committee on Corporate Finance; Committee on Banking and Insurance Activities; the Committee on Mergers and Acquisitions; the Committee on Legal Issues; the Committee on Economic Security; the Committee on Creation if the International Financial Center in Moscow, as well as the Expert Council, the Committee on Professional Ethics and the Rating Service shall act under the provisions specified by the President of the Club and the First Vice - President of the Club.

4.20. The Club organizes the All-Russian Conference of Financial Directors on a periodic basis (but not less than once every five years).

4.21. The All-Russian Conference of Financial Directors is a meeting of financial directors of Russian companies to discuss the results of financial work, the investment climate, cooperation in business, major financial projects, to discuss problems that arise in the course of implementation of business ideas and financial management, and consider ways to solve these problems, improve the quality of cooperation and exchange of experience and opinions.

4.22. The All-Russian Conference of Financial Directors is organized by the Organizing Committee.

5. ARBITRATION

5.1. To settle disputes and carry out conciliation procedures, the Club has Arbitration at its disposal.

5.2. Arbitration is an institute for settling disputes in a civil society that is involved in law enforcement activities (settlement of civil cases) on the basis of mutual declaration of intent (the arbitration agreement).

5.3. Arbitration is formed and functions in strict compliance with the legislation of the Russian Federation. Arbitration shall start to function upon completion of all the necessary permitting, registration and conciliatory procedures, executed in state administrative and judicial bodies.

6. CERTIFICATION ACTIVITIES

6.1. To achieve high results in financial management, minimize risks and improve investment appeal of organizations, the Club participates in certification of quality of organizations’ activity (confirmation of compliance of qualitative characteristics of activity with the established quality standards).

6.2. Certification procedure is carried out in compliance with the legislation of the Russian Federation and international standards.

6.3. To carry out certification procedures the Club establishes a Certification Agency.

6.4. The Certification Agency is governed by the Chairman of the Agency and Chairman Deputies.

7. INTERNATIONAL ACTIVITY

7.1. The Club is entitled to join international non-governmental organizations, acquire rights and incur obligations corresponding to the status of such international non-governmental organizations, maintain direct international contacts and relations, establish agreements with foreign nonprofit and nongovernmental organizations.

7.2. The Club is entitled to establish its own organizations, departments and branches and representative offices abroad on the basis of acknowledged principles and norms of the international law, the legislation of foreign countries and the Russian Federation.

7.3. The Club is recognized international if at least one structural unit, i.e. an organization, a department, a branch or a representative office, is established and operates abroad.

7.4. Organization, operation, reorganization and (or) liquidation of international nongovernmental organizations, international Clubs (associations), international nongovernmental organizations in the Russian Federation shall be carried out in compliance with the legislation of the Russian Federation.

7.5. To organize an international entity and achieve its statutory purposes, the Club establishes the Committee on International Cooperation, which assumes the main obligations on managing international activities. The Club acts under the provisions specified by the President of the Club or the Senior President of the Club. The Committee is managed by the Chairman of the Committee.

7.6. The principal objective of the Club in the scope of its international activity consists in the strengthening the prestige of the Russian Federation in the international community, searching for new and extending the available business contacts to enrich experience and knowledge that can be successfully used to increase the financial and industrial potential of companies and organizations in the Russian Federation.

8. AWARDING AND INCENTIVE ACIVITY

8.1. The Club has the right to institute awards (honorable distinctions) and other incentives for personal or corporate achievements. The Club’s awards shall not be similar in names or appearances to the state decorations of the Russian Federation, decorations or departmental insignia of state authorities and decorations of municipal authorities.

8.2. The Club has the right to establish honorary titles for personal achievements.

8.3. Awards (honorable medals and distinctions) and other incentives of the Club shall be a means of public recognition and encouragement of the Club members for merits and achievements to the Russian civil society and the state.

8.4. The incentive and awarding activity of the Club is carried out in strict compliance with the legislation of the Russian Federation.

8.5. Awards (honorable distinctions) and other incentives shall be granted for achievements, effective work and in acknowledgement for contributing to the development of financial, scientific and industrial potential of the Russian Federation.

8.6. The persons for whom a recommendation with confirmation of their merits and results of their activities is received shall be entitled awards and incentives in compliance with the procedure established by internal documents of the Club.

9. RIGHTS AND RESPONSIBILITIES

9.1. To fulfill its statutory purposes, in compliance with the applicable legislation law the Club is entitled to:

- prepare and freely distribute information about its activities;

- be involved in decision making in cooperation with the state and municipal authorities, as stipulated by current legislation;

- mediate settling disputes between business entities and legislative and executive authorities;

- form consolidated position of the financial community of the Russian Federation on the basis of opinion survey and summarizing the proposals of the members of the Club on primary issues of financial and investment development;

- conduct public expert reviews and public hearings of draft legal acts, plans, programs and certain decisions on the development of the Russian Federation, the subjects of the Russian Federation, municipal formations, regions and single territories and industries with the aim of critical analysis and generating optimal solutions;

- assist Russian businesses in developing their activities and contribute to the development of the economy and investment activity;

- organize meetings, rallies, demonstrations and other public events in strict compliance with the legislation;

- establish mass media agencies and carry out publishing activities, represent and protect its rights and legitimate interests of the Club members and other persons in state and municipal authorities and nongovernmental organizations;

- promote the interests of the financial community and businesses in legislative and executive authorities;

- exercise powers to the full extent, as provided by laws on nongovernmental organizations;

- advance initiatives on various issues of social life; make proposals to legislative and executive authorities;

- participate in elections and referendums in accordance with the procedure established by the legislation of the Russian Federation;

9.2. The Club shall:

- comply with the legislation of the Russian Federation, generally accepted norms and principles of the international law related to the Club activities, as well as with the provisions hereof ;

- issue annual reports on the use of property and ensure accessibility of such reports;

- annually inform the agency, which decides upon the state registration of the Club, on continuation of its activity with specification of the physical location of the standing governing body, its name and information on the Club executives to the extent provided by the Unified State Register of Legal Entities;

- provide upon the request of the agency, which decides upon the state registration of nongovernmental organizations, corporate resolutions and decisions of the officials of the Club, as well as annual and quarterly reports on its activities to the extent as required by tax authorities;

- admit representatives of the agency, which decides upon the state registration of nongovernmental organizations, to the events organized by the Club;

- assist the representatives of the agency, which decides upon the state registration of nongovernmental organizations, in getting familiar with the Club activities on the grounds of achieving the statutory purposes and compliance with the legislation of the Russian Federation;

- inform the federal agency for the state registration on the amount of cash or other property received by the Club from international and foreign organizations, foreign and stateless citizens, on purposes of spending and use of such cash and actual spending and use in accordance with the form and terms established by the Government of the Russian Federation;

10. MEMBERS OF THE CLUB, THEIR RIGHTS AND DUTIES

10.1. The founders of the Club are natural persons who convened the Conference at which the Club By-laws have been approved and governing and internal control bodies have been established. The Club founders immediately become the Club members. The Club founders have equal rights and duties.

10.2. The following persons and entities may apply for the Club membership:

- Russian citizens aged not less than 18, and foreign and stateless citizens aged not less than 18, legally residing on the territory of the Russian Federation, who share the objectives of the Club, accept the By-laws, have paid admission fee and regularly pay membership fee;

- public organizations that are legal entities, unanimous with the statutory purposes of the Club, and accept the Club By-laws, have paid admission fee and regularly pay membership fees, contribute to the Club activities, including funding of the Club events.

10.3. The Club members have the right to:

- enlist the support, protection and assistance of the Club;

- use verbal and written references of the Club;

- use information resources of the Club upon consultation with the Club management;

- post their personal materials (articles, dissertation materials, scientific research works and results and similar materials) subject to prior editing and agreement on the information portal of the Club and its mass media;

- post their personal data subject to prior editing and agreement on the information portal of the Club on the Internet;

- establish business contacts with the Club members and external contacts with third-party contractors using its Club membership;

- participate in the events and activities, organized by the Club in accordance with the By-laws;

- elect and be elected in electoral governing and internal control bodies;

- participate in decision making;

- receive comprehensive information on the Club activities;

- generate and make proposals to any agencies of the Club on the matters of its activities, participate in discussions and implementation of such proposals;

- represent the interests of the Club in the Government and other agencies, and in the relations with other organizations and citizens on behalf of its electoral bodies;

- freely withdraw from the Club membership based on a written request to the attention the President of the Club. But before that they shall discharge their obligations to the Club.

10.4. The Club members shall:

- comply with the provisions hereof and decisions of management and internal control bodies;

- effectively assist and personally participate in achieving statutory purposes and principle activities of the Club;

- maintain the Club image on a high level;

- pay membership fees in due time;

- contribute to improving the Club’s performance;

- agree public appearances and speeches on behalf of the Club with the management of the Club;

- refrain from any acts infringing the By-laws of the Club, ethics of companionship, as well as from the acts, which may result in financial and physical damage to the Club and from any activities inconsistent with the statutory purposes proclaimed by the Club;

- refrain from acts discrediting the Club members;

- inform the Club management, the President of the Club or the Senior Vice-President on any events, existing or possible, that may result in financial and physical damage to the Club, its image or business reputation;

- inform on the work of the Club or on the part of the Club on request of the managing bodies;

10.5. The Presidium of the Club keeps record of the Club members. The Club members are included and removed from the list based on decisions made by the Presidium of the Club.

10.6. Upon joining the Club, a member pays admission fee, the amount of which is determined by the Presidium of the Club through a special resolution. The manner of payment of admission and membership fees is set forth in a Provision which is approved by the Presidium of the Club.

10.7. Admission of physical persons to the Club shall be carried out by the Presidium of the Club, by the Board of a regional representation, or by an individual decision of the Senior Vice-President of the Club based on a personal application. Admission of nongovernmental organizations (legal entities) shall be carried out by the Presidium of the Club based on a resolution of the managing body of a nongovernmental organization (a legal entity) attaching a copy of registration certificate and the By-laws. The decision on admission is by open voting by a simple majority votes of members of the Presidium of the Club or the Board of a regional representation, present at a session, provided the session is duly constituted.

10.8. The Club members shall have equal rights and obligations.

10.9. The Club members being natural persons can freely withdraw from the Club based on a written request to the Presidium of the Club or the Board of a regional representation.

10.10. The Club members being legal entities can freely withdraw from the Club based on a written request to the Presidium of the Club or the Board of a regional representation

10.11. A member of the Club is considered as retired from the Club as of the date of filing a withdrawal request.

10.12. The Club membership terminates in the event of the Club member’s death (natural person) or liquidation (legal entity);

10.13. Membership may be terminated by Presidium of the Club or the Board of a regional representation in the following cases:

- failure to perform or improper performance of obligations hereunder;

- flagrant violation of the provisions hereof;

- committing acts causing financial and physical damage or damaging the business reputation or image of the Club;

- failure to pay membership fees within 1 (one) year;

- failure to execute resolutions of the management bodies of the Club.

Decision on expulsion for the Club membership is taken at an open voting by a simple majority vote of the members of the Presidium of the Club or the Board of a regional representation, present at a session, provided the session is duly constituted. The decision on expulsion of a legal entity from the Club membership is taken only by the Presidium of the Club at an open voting by a simple majority vote of members of the Presidium present at the session, provided the session is duly constituted.

10.14. Decision on expulsion from the Club membership taken by the Board of a regional representation may be appealed to the Presidium or the Club Conference.

10.15. An expelled member of the Club may not reapply for the Club membership for a year.

11. COMPETENCE AND MANAGEMENT AND INTERNAL CONTROL BODIES FORMATION PROCEDURE

11.1 The Club Conference (hereinafter referred to as the “Conference”) is the supreme management body of the Club. The Conference is convened once every five years. The Extraordinary Conference is convened upon the resolution of Presidium, the President or the Senior President upon the written request of the Audit and Review Committee of the Club or upon the written request of more than a half of delegates.

11.2. The governing bodies of the Club shall be:

- the Club Conference;

- Presidium of the Club;

- Bureau of the Presidium of the Club.

11.3. The delegates entitled to voting shall be:

- representatives of regional representations of the Club, elected from members of a regional representation by a simple majority vote of the members of a regional representation of the Club attending the General meeting , by an open voting, provided the meeting is duly constituted;

- representatives of the Club members that are legal entities.

11.4. The Club Conference is duly constituted to make decisions if it is attended by more than a half of elected delegates. The representation quota, the date and place of a convention and the agenda are determined by the Bureau of the Presidium of the Club and brought to the information of the Club members not later than a month before the Club Conference;

11.5. Exclusive competence of the Club:

- 11.5.1. Making amendments and modifications to the Club’s By-laws with subsequent state registration in accordance the applicable legislations;

- 11.5.2. Determining the priorities of the Club and principles of formation and usе of its property;

-11.5.3. Election of the Presidium of the Club for the term of 5 (five) years, early termination of powers of the Presidium and individual members of the Club, election or replacement of members of the Presidium;

-11.5.4. Election of the Audit and Review Committee for the term of five years, early termination of powers of the members of the Audit and Review Committee of the Club, election or replacement of the members of the Audit and Review Committee of thе Club;

-11.5.5. Deciding on reorganization or liquidation of the Club;

-11.5.6. Solving other matters in accordance with the By-laws;

-11.6. The resolution of the Conference is passed bу a simple majority vote of the attending delegates. The resolution of matters related to the exclusive competence and stipulated by the provisions 11.5.1.-11.5.5 hereof, shall be passed by a qualified majority of two thirds of the attending delegates.

- 11.7. The Conference shall be governed by the President of the Club; in his/her absence or under his/her commission – by the Senior Vice -President, by the Vice-President – State Secretary, or by the Vice-President – Managing Secretary. To maintain the Conference, a secretary is appointed. The President and the secretary shall exercise powers related to preparing and holding the Conference and keeping documentation of previous meetings.

-11.8. Resolutions which are passed at the Club Conference shall be documented by minutes.

-11.9. In between the operation of the Conference the managing activities are performed by the Presidium, which is the elective, standing collegial governing body of the Club. The Presidium organizes and manages all activities of the Club and is eligible to decide upon any matters of its activity, except for the matters related to the exclusive competence of the Conference.

11.10. Presidium of the Club shall be elected by the Club Conference out of members of the Club to the number of no less than three and no more than fifteen people for the term of five years, by a qualified majority of two thirds of the attending delegates, if a quorum is present.

11.11. The sessions of the Presidium is held when needed but no less than once every six months.

11.12. Scope of competence of the Club:

- exercise the rights of a legal entity on behalf of the Club and perform its obligations hereunder;

- election of the President of the Club, the Senior Vice-President of the Club, Vice-President – State Secretary, Vice-President – Managing Secretary-General and Vice-President - the Club Executive Officer (the Referendary) for the term of five years, and early termination of their powers;

- election of the Bureau of the Presidium for the term of five years, early termination of powers of the Bureau of the Presidium, individual members of the Presidium, election or replacement of the members of the Bureau of the Presidium;

- formation of the Review Board of the Club for the term of five years, early termination of powers of the Review Board, election of replacement of the members of the Review Board;

- formation of the Supervisory Board of the Club for the term of five years, early termination of powers of the Supervisory Board, individual members of the Supervisory Board, election or replacement of members of the Supervisory Board;

- acceptance and expulsion of the Club members;

- approval of the annual plan, the budget of the Club and its annual report, as well as the annual balance sheet;

- approval of the financial plan, income and expenditure estimate of the Club;

- approval of documents regulating internal activities of the Club;

- establishment of economic partnerships, associations and other organizations;

- establishment of branches and representation offices of the Club and approval of Provisions on them;

- resolution of other matters not related to the exclusive competence of the Club Conference and stipulated by these By-laws;

11.13. Presidium of the Club shall be entitled to make decisions, provided that more than a half of the Presidium members are present at the meeting.

11.14. Resolutions are passed by a simple majority vote of the Presidium members attending the meeting.

11.15. A member of the Presidium shall be informed on the date and place of a meeting of the Presidium, as well as on the issues that shall be subject to consideration not later than ten days prior to the date of a meeting.

11.16. Resolutions that are passed at meetings of the Presidium shall be documented in minutes which are compiled not later than five days before a meeting takes place.

11.17. The Presidium meeting minutes shall be signed by the chairperson and the secretary of the meeting who shall be responsible for the correctness of the minutes. The President shall be the chairperson at meetings of the Presidium.

11.18. Minutes shall include the following information: time and place of a meeting of the Presidium; the issues discussed; the Presidium members attending the meeting; key points of speeches of a meeting, issues proposed for voting and results of voting on them; resolutions passed by the Presidium.

11.19. The Bureau of the Presidium of the Club is elected to perform current activities on managing the Club. The Bureau performs management functions in the period between the Presidium meetings.

11.20. The Bureau of the Presidium shall be elected by a simple majority vote of the Presidium members, attending the meeting, for the term of 5 (five) years and to the number of no less than three and no more than seven members.

11.21. Meetings of the Office of the General Committee shall be held when needed but not less than once in a quarter.

11.22. Scope of competence of the Office of the General Committee:

- approval of the staff schedule of the Club and the amount and order of labour compensation;

- establishment, determining the responsibilities, deciding upon composition of temporary and permanent committees, commissions of the Club and similar structures, and appointment of Chairpersons and deputies;

- maintenance of the Club members register;

- determining the representation quota of delegates from regional representations for the Club Conference;

- development of documents regulating internal activities of the Club;

- informing the agency which decided upon the state registration of the Club, on the continuation of the Club’s activity with indication of the actual location of the standing management body, its name and information on the Club executives to the extent as required by the Unified State Register of Legal Entities;

- resolution of other matters upon the written request of the General Committee of the Club;

11.23. The Bureau of the Presidium shall be eligible to pass resolutions provided that more than a half of the Bereau members of the Office of the General Committee attend a meeting.

11.24. Resolutions shall be passed by a simple majority vote of the Bureau members attending a meeting.

11.25. Resolutions passed at a meeting of the Bureau, shall be documented in minutes compiled not later than five days after a meeting.

11.26. The Bureau meeting minutes shall be signed by the chairperson and the secretary of a meeting responsible for the correctness of the minutes. The Senior Vice-President of the Club shall be the Chairperson at meetings of the Bureau of the Presidium.

11.27. Minutes shall provide the following information: time and place of a meeting of the Bureau of the Presidium; the issues discussed at a meeting; personal composition of the meeting of the Presidium; key points of speeches of the meeting, issues proposed for voting and results of voting on them; resolutions passed by the Presidium.

11.28. Operative and day-to-day activities of the Club are governed by:

- The President of the Club;

- The Senior Vice-President of the Club;

- Vice-President – State Secretary of the Club;

- Vice-President – Managing Secretary of the Club;

- Vice-President – the Club Executive Officer (the Referendary of the Club).

11.29. The President of the Club (hereinafter referred to as the President) is the chief executive officer and is responsible for the general management of the Club.

11.30. The President is elected by the Presidium of the Club by a simple majority vote of the Presidium members attending a meeting for the term of five years. The President is a member of the Presidium by virtue of his/her position.

11.31. The President acts on behalf of the Club without power of attorney, represents it in all the state administrative and management bodies, as well as in agencies, companies and Clubs, both in Russia and abroad, gives powers of attorney, as well as:

- is responsible for the operative management of the Club activities in accordance with the By-laws, the program and decisions of the Club Conference;

- prepares issues for discussion at meetings of the Conference, the Presidium or the Bureau of the Presidium of the Club;

- manages the property of the Club in accordance with the estimate approved by the Presidium and resolutions of the Conference;

- approves extracts from minutes of meetings the Conference and the Presidium, gives powers of attorney to third parties in strict compliance with the rules established in the Club;

- maintains correspondence on behalf of the Club, monitors implementation of resolutions of the Conference and the Presidium;

- submits projects of programs and plans, stipulated by the By-laws, as well as reports on their implementation, for approval of the Conference, including annual report on implementation of the financial plan and a balance-sheet;

- takes decisions and gives orders on operative issues of the Club’s internal activities;

11.32. Early release of the President is possible in following cases:

- on his/her own initiative;

- in the event of a failure to perform or improper performance by the President of the obligations hereunder;

- in the event of causing material damage to the Club.

11.33. A resolution on early release of the President is passed by the Presidium of the Club by a simple majority vote of the Presidium members attending the meeting.

11.34. The Senior Vice-President is elected by the Presidium of the Club, by a simple majority vote of the Presidium members, attending the meeting, for the term of five years. The Senior Vice-President is a member of the Presidium by virtue of his/her position.

11.35. The Senior Vice-President deputizes for the President of the Club in the event of his/her absence or impossibility to perform his/her duties over the whole range of issues in his/her competence.

11.36. The Senior Vice-President acts on behalf of the Club without the power of attorney, represents it in all state administrative and management bodies, in all kinds of negotiations, and also in agencies, enterprises, political and public organizations, both in Russia and abrod ; as well as:

- performs operative management of the Club activities in accordance with the By-laws, resolutions of the Conference, instructions of the President of the Club, and the plan of activities;

- opens settlement and other bank accounts;

- gives powers of attorneys, including powers of attorneys transferable to third parties;

- prepares issues for discussion at meetings of the Conference and the Presidium of the Club or the Bureau of the Presidium;

- maintains correspondence on behalf of the Club, monitors implementation of resolutions of the Conference and the Presidium;

- makes agreements, contracts and deals, signs documents on behalf of the Club;

- approves extracts from minutes of the Bureau meetings;

- organizes maintenance of accounting and statistical accounting in compliance with the applicable law and is responsible for their reliability and timeliness;

- hires and dismisses employees of the Club, decides upon their labour conditions.

11.37. Early release of the Senior Vice-President is possible:

- on his/her own initiative;

- in the event of a failure to perform or improper performance by the Senior Vice-President of the obligations hereunder;

11.38. The resolution on early release of the Senior Vice-President is passed by the Presidium of the Club by a simple majority vote of the Presidium members attending the meeting.

11.39. The Vice-President – State Secretary is elected by the Presidium of the Club, by a simple majority vote of the Presidium members, attending the meeting, for the term of five years. The Vice-President – State Secretary is a member of the Presidium by virtue of his/her position.

11.40. The Vice-President – State Secretary acts on behalf of the Club, represents it without the power of attorney in all state legislative and executive bodies and public authorities, and in agencies, enterprises and organizations, both in Russia and abroad;

11.41. The principle scope of activity of the Vice-President – State Secretary is establishment of contact between the Club and state legislative and executive bodies, mediation between the state authorities and businesses, interaction with the authorities of subjects of the Russian Federation.

11.42. The Vice-President – State Secretary is authorized to:

- prepare proposals on implementation of resolutions of the Conference, the Presidium of the Club and the Bureau of the Presidium and arrange their implementation;

- manage the Club activities;

- give orders and instructions within the scope of his/her competence, and directions obligatory for all the Club employees;

- maintain correspondence on behalf of the Club;

- prepare proposals for the state legislative and executive bodies on behalf of the Club;

- hold negotiations with the state legislative and executive bodies and municipal authorities on behalf of the Club;

- maintain permanent working contacts with the Presidential Administration of the Russian the Russian Government, the Council of the Federation of the Federal Assembly of the Russian Federation, the State Duma of the Federal Assembly of the Russian Federation, the Central Bank of the Russian Federation, the Ministry of Finance of the Russian Federation, the Federal Taxation Service of the Russian Federation, the Accounts Chamber of the Russian Federation, the Russian Federal Treasury, the Federal Service for Fiscal and Budgetary Supervision, the Federal Service for Financial Monitoring, as well as with Ministry of the Interior of the Russian Federation, the Investigative Committee of the Russian Federation and other state administrative bodies;

- arrange interaction between the Club and the authorities of the subjects of the Russian Federation;

- arrange interaction between the Club, political parties and movements, and public organizations;

- arrange interaction between the Club with the state administrative bodies of foreign countries;

- arrange interaction with the Mass Media;

11.43. Early release the Vice-President – State Secretary is possible:

- on his/her own initiative;

- in the event of a failure to perform or improper performance by the Vice-President – State Secretary of the obligations hereunder;

11.44. The resolution on early release of the Vice-President – State Secretary is passed by the Presidium of the Club by a simple majority vote of the Presidium members attending the meeting.

11.45. The Vice-President – Managing Secretary is elected by the Presidium of the Club, by a simple majority vote of the Presidium members, attending the meeting, for the term of five years. The Vice President – Managing Secretary is a member of the Presidium by virtue of his/her position.

11.46. The Vice President – Managing Secretary acts on behalf of the Club, represents it without the power of attorney in all legislative and executive bodies and public authorities, and in agencies, enterprises and organizations, both in Russia and abroad.

11.47. The Vice President – Managing Secretary is authorized to:

- hold meetings of the Presidium and the Bureau of the Presidium of the Club in the event of absence of the Senior Vice President and under his/her authority;

- prepare proposals to fulfill resolutions of the Conference, the Presidium of the Club and the Bureau of the Presidium and arrange their implementation;

- prepare proposals to fulfill resolutions of the Presidium of the Club and the Bureau of the Presidium and arrange implementation of these proposals;

- develop the structure and a staff schedule of the Club and propose them for approval of the Bureau of the Presidium of the Club;

- dispose of the property and finances of the Club within the scope of his/her competence;

- execute powers of attorney on behalf of the Club;

- prepare annual plans and annual balance sheets and introduce them for consideration to the Presidium of the Club;

- prepare annual estimates and report on their implementaion and introduce them for consideration to the Presidium of the Club;

- establish the rules of internal labour conduct, job descriptions and other corporate acts of the Club;

- give orders and instructions within the scope of his/her competence, and directions obligatory for all the Club employees;

- arrange interaction between the Club and the legislative and executive authorities;

- arrange interaction between the Club and political parties and movements and public organizations;

- arrange interaction between the Club with the state administrative bodies of foreign countries;

11.48. Early release of the Vice-President – Managing Secretary is possible:

- on his/her own initiative;

- in the event of a failure to perform or improper performance by the Vice-President – Managing Secretary of the obligations imposed hereunder;

11.49. A resolution on early release of the Vice-President – Managing Secretary is passed by the Presidium of the Club by a simple majority vote of the Presidium members attending the meeting.

11.50. The Vice-President – the Club Executive Officer (Referendary) manages internal activities of the Club, arranges document circulation, keeps constituent documentation and the Club seal, manages paperwork, internal business activities, finances and property of the Club.

11.51. The Vice-President – the Club Executive Officer (Referendary) is elected by the Presidium of the Club, by a simple majority vote of the Presidium members, attending the meeting, for the term of five years. The Vice-President – the Club Executive Officer (Referendary) is a member of the Presidium by virtue of his/her position.

11.52. The Vice-President – the Club Executive Officer (Referendary) acts under the power of attorney.

11.53. Early release of the Vice-President – the Club Executive Officer (Referendary) is possible:

- on his/her own initiative;

- in the event of a failure to perform or improper performance by the Vice-President – the Club Executive Officer (Referendary) of the obligations hereunder.

11.54. A resolution on early release of the Vice-President – the Club Executive Officer (Referendary) is passed by the Presidium of the Club by a simple majority vote of the Presidium members attending the meeting.

11.55. The Audit and Review Committee monitors financial and economic activities.

11.56. The Audit and Review Committee is elected by the Club Conference out of the Club members, for the term of five years, by a qualified majority of two thirds of the attending delegates, if a quorum is present.

11.57. Members of the governing bodies of the Club and staff members of the Club are not allowed to be members of the Audit and Review Committee.

11.58. The Chairman of the Audit and Review Committee is elected at the first meeting of the Audit and Review Committee out of its members for the term of authority of the Audit and Review Committee. Early release of the Chairman of the Audit and Review Committee may arise in the event of termination of membership or upon a resolution of members of the Audit and Review Committee.

11.59. On basis of documents provided by the Club divisions, and results of review of the Club activity, the Audit and Review Committee presents a report on the work of the Club at a Conference;

11.60. The Audit and Review Committee is entitled to demand any materials, accounting and other documents, as well as personal representations on the issues related to the Club economic activities.

11.61. The Audit and Review Committee carries out annual planned reviews. Extraordinary reviews may be carried out on the initiative of the Audit and Review Committee or under the authority of the Conference. The Audit and Review Committee submits audit findings to the Conference.

11.62. Responsibilities and powers of the Audit and Review Committee are determined by the Provision on the Audit and Review Committee, approved by the Conference.

11.63. The Club is entitled to engage a specialized audit firm to carry out an audit annual financial statements (external audit). An external auditor is approved by the resolution of the Conference upon the recommendation of the President.

11.64. The Audit and Review Committee is entitled to engage specialists, experts, consultants whose services are paid for by the Club.

12. THE REVIEW BOARD OF THE CLUB

12.1. The Review Board is established by the Presidium of the Club for the term of five years and consists of the Chairman of the Review Board, the First Deputy Chairman of the Review Board, Deputies and members of the Review Board.

12.2. The Review Board is managed by the Chairman of the Review Board.

12.3. Only Russian citizens having a good professional reputation, extensive work experience and able to be useful for the Club may take up the position of the Chairman of the Review Board or its members. The Chairman of the Review Board should be committed to the political and economic interests of the Russian Federation and be an industrious citizen interested in the development of the financial activity in the Russian Federation, raising the status of Moscow to the level of an international financial center and development of trust to the economy of the Russian Federation.

12.4. The Review Board shall represent the Club in the state authorities, provide recommendations to the management of the Club on its development, participate in the development of the Clubs activities and attraction of persons having high business reputation, and represent and protect the Club’s interests in the state administrative bodies, in public and commercial entities.

12.5. Upon the recommendation of the Bureau of the Presidium, the Review Board monitors the work of its regional organizations, representative offices, individual projects or organizations and funds established by the Club.

12.6. The Chairman of the Review Board is the general representative of the Club in the highest agencies of state power and international community; he/she assumes the main work on establishing relations and protection of the main interests of the Club;

12.7. The Review Board shall consist of persons having a good professional reputation, considerable work experience and able to be useful for the Club in conformity with the plans of its development.

12.8. The Review Board acts under the provisions specified by the President of the Club or the Senior President of the Club.

12.9. Once a year the Chairman makes a written report on the work the Review Board and submits it to the Presidium of the Club.

13. THE SUPERVISORY BOARD OF THE CLUB

13.1. The Supervisory Board of the Club is established by the Presidium of the Club for the term of five years and consists of the Chairman of the Supervisory Board, the First Deputy Chairman of the Supervisory Board, Deputies and members of the Supervisory Board.

13.2. The Supervisory Board is managed by the Chairman of the Supervisory Board. The Supervisory Board shall take care of the economic interests and needs of the Club by committing itself to the interests of the Club, its goals and objectives, on the basis of personal interest in the development of financial activity in the Russian Federation, contribute to raising the status of Moscow to the level of an international financial center and increasing trust in the economy of the Russian Federation.

13.3. The Supervisory Board is formed out of persons having a good professional reputation, extensive experience and able to be useful for the Club in accordance with its development plans and economic interest of the Russian Federation.

13.4. The Supervisory Board acts on the basis of the Provision, approved by the President of the Club or the Senior Vice-President of the Club.

13.5. Once a year the Chairman makes a written report on the work the Supervisory Board and submits it to the Presidium of the Club.

14. REGIONAL STRUCTURE OF THE CLUB, REGIONAL ELECTIVE AGENCIES OF STRUCTURAL SUBDIVISIONS OF THE CLUB AND THEIR SCOPE OF COMPETENCE

14.1. The Club has regional representations, branches, representative offices which are structural subdivisions performing their activities in accordance with the By-laws and the legislation of the Russian Federation.

14.2. Regional representations of the Club are established by the decision of the Presidium, the General Meeting of a regional representation, provided that not less than three Club members are present at the territory of a corresponding subject.

14.3. Regional representations act on the basis of the By-laws of the Club and the provisions on representations, approved by the President or the Senior Vice-President. Regional representations may gain the status of a legal entity in the order prescribed by the legislation of the Russian Federation.

14.4. A regional representation head is the Chairman of the Board of a regional representation. The position is stated as an example as follows: the Chairman of the Board of the Saint-Petersburg representation of the Russian Club of Financial Directors.

14.5. The highest managing body of a regional representation is the General Meeting of the members of a regional representation. The General Meeting is convened by the Chairman of the Board of a regional representation of the Club once every five years.

14.6. The Extraordinary Conference is convened by the Chairman of the Board of a regional representation of the corresponding regional representation of the Club on his/her own initiative or upon the request of not less than one third of members of the Club registered in this regional representation of the Club, or on the initiative of the Presidium, President or Senior Vice-President of the Club.

14.7. The scope of exclusive competence of the General Meeting of members of a regional representation:

-determining principal and priority areas of work of a regional representation of the Club;

-voting for the Board, the Chairman of the Board and the Inspector of a regional representation of the Club for the term of 5 years, early termination of their powers;

-approval of reports of a regional representation of the Club;

-approval of delegates for the Club Conference.

14.8. The General Meeting of the Board is authorized to make resolutions if more than a half of the elected members of this regional representation of the Club are present.

14.9. Resolution of the matters referred by these By-laws to the exclusive competence of the General Meeting of regional representation members are passed by a qualified majority of two thirds of attending members; resolutions on all other matters are passed a simple majority vote of members attending the General Meeting.

14.10. The standing governing body of a regional representation is the Board of a regional representation of the Club.

14.11. A regional representation board shall consist of the Club members.

14.12. The Board exercises the rights of a legal entity, performs its obligations in the event of acquiring the status of a legal entity. The Board of a regional representation of the Club is entitled to resolve any matters except for those which are referred by these By-laws to the competence of the General Meeting of members of the Board of a regional representation.

14.13. Meeting of the Board of a regional representation is held when necessary, but not less than once a year. The meeting of the Board of a regional representation of the Club is convened by the Chairman of the Board of a regional representation of the Club on his/her own initiative, upon the resolution of not less than 1/3 of members of the Board of a regional representation of the Club, or upon the request of not less than 1/3 of members of the Club, registered in this regional representation of the Club, or upon the request of the Presidium or the President of the Club.

14.14. A Meeting of the Board is duly constituted if more than a half of the elected members of the Board of a regional representation of the Club are present.

14.15. The Chairman of the Board of a regional representation of the Club is the senior officer of a regional representation of the Club. The Chairman of the Board of a regional representation is elected out of the Club members. The Chairman of the Board of a regional representation of the Club bears personal responsibility for the accounting of a regional representation of the Club.

14.16. The scope of competence of the Chairman of the Board of a regional representation:

-implementation of resolutions passed by the General Meeting of a regional representation and the Board of a regional representation of the Club, management and other bodies and officers of the Club;

·preparation and organization of regular and extraordinary General Meetings of a regional representation;

·nominate of a candidate for the position of the Deputy Chairman of the Board;

·management of the Board of a regional representation of the Club;

·day-to-day management of a regional representation of the Club, distribution of responsibilities among the employees of a regional representation of the Club;

·representation of the interests of a regional representation of the Club without the power of attorney in public authorities, organizations, courts and in relation to other persons, opening and management of settlement and other accounts in credit institutions, making deals;

·approval of internal procedures and policies of a regional representation the Club, job descriptions and other corporate regulations of a regional representation of the Club;

·within the scope of competence, issuance of orders, mandatory for all the employees of a regional representation, monitoring their fulfillment, executing powers of attorney;

·hiring, demission, and relocation of employees of a regional representation in accordance with the labor legislation of the Russian Federation;;

·other responsibilities hereunder, resolutions of management and other bodies and officers of the Club and the legislation of the Russian Federation.

14.17. The club is entitled to establish branches and representative offices on territory of the Russian Federation in accordance with the legislation of the Russian Federation.

14.18. Head of a regional representation of the Club submits a report on activities of a representation to the Bureau of the Presidium of the Club once a year.

14.19. A Brach of the Club is a separate subdivision of the Cub, located outside of its premises and performing all or part of its functions, including the functions of a representative office.

14.20. A representative office of the Club is a separate subdivision of the Club, located outside of its premises, which represents and protects interests of the Club.

14.21. A branch or a representative office of the Club are not legal entities, possess property of the Club and act on the basis of the provision approved by the Presidium. The property of a branch or a representative office is carried on separate and on the Club’s accounts. Officers of a branch and a representative office are appointed by the Presidium and act on the basis of a power of attorney executed by the President of the Club.

15. PROPERTY OF THE CLUB

15.1. The Club is entitled to own land, buildings, structures, housing facilities, vehicles, equipment, inventory, property of cultural and educational and recreational purpose, funds, shares, other securities and property, necessary for material support of the activities hereunder.

15.2. The Club is also entitled to own agencies, publishing houses, Mass Media agencies, established and acquired at the expense of the Club in compliance with its statutory purposes.

15.3. Sources of the Club property:

·admission and membership fees;

·voluntary contributions and donations;

·proceeds from lectures, exhibitions, lotteries, auctions, sport and other events, held in accordance with the By-laws of the Club;

·business income;

· income from civil transactions;

·income from from foreign business activities;

· other proceeds not prohibited by law.

15.4. The Club is the property owner. Each individual member of the Club shall not have rights of ownership of the Club property.

15.5. Rights of the Club and its representations on property management are stipulated by the By-laws and internal documents of the Club.

15.6. If a regional representation operates on the basis of the By-laws, the Club is the owner of the property as a whole. Structural subdivisions (regional representations) of the Club are entitled to operative property management, provided by the Club.

15.7. The Club possesses uses and manages the property in its ownership in compliance with its purposes. The owner of the property is the Club as a whole.

15.8. The Club is liable for its obligations with the property, which may be foreclosed in accordance with the legislation of the Russian Federation.

15.9. The Club maintains accounting and statistical reports in accordance with the legislation of the Russian Federation.

15.10. The Club report on its activities to the state statistical and tax bodies as well as to other entities in accordance with the legislation of the Russian Federation.

15.11. The size and structure of the Club income and information on property size and structure, its expenditures, staff, labour compensation, use of unpaid labour in the Club’s activities shall not be subject to confidential treatement.

15.12. To implement the state, social, economic and taxation policy, the Club is responsible for preservation of management, financial and economic, personnel and other documents.

15.13. The President is responsible for the organization, state and reliability of accounting, submitting annual statements and other reporting to the corresponding authorities in accordance with the legislation of the Russian Federation.

15.14. Financial year of the Club begins on the 1st of January and ends on the 31st of December.

16. MAKING AMMENDMETS AND CHANGES TO THE BY-LAWS

16.1. Amendments and changes to the By-laws are made and approved by the Conference, by a qualified majority of two thirds of attending delegates from regional representations.

16.2. Amendments and changes to the By-laws are subject to state registration in accordance with the procedure established by law and come into force on the date of registration.

16.3.These By-laws shall come into force on the date state registration in the corresponding agencies.

17. REORGANIZATION

17.1. The Club may be reorganized in accordance with the procedure established by the Civil Code of the Russian Federation, the Federal Law “on nonprofit organizations”, the Federal Law on nongovernmental organizations and other federal laws.

17.2. The Club may be reorganized as a result of merger, acquisition, split up, spin-off and reorganization.

17.3. A reorganization resolution is passed by the Conference, by a qualified majority of two thirds of attending delegates from regional representations.

17.4. The Club is deemed reorganized except for reorganization as a result of acquisition from the date of state registration of a newly established organization. In course of reorganization of the Club as a result of acquisition by another organization, the former is deemed reorganized the date of making an entry on termination of activities of the purchased company in the Unified State Register of Legal Entities. As a result of reorganization of the Club, a newly established organization acquires all the rights and obligations of the reorganized Club in accordance with the certificate of ownership and merger.

17.5. A newly established organization is registered and an entry on termination of the activities of the acquired company in the Unified State Register of Legal Entities is made in accordance with the procedure established by the legislation of the Russian Federation.

18. LIQUIDATION

18.1. The Club may be liquidated in accordance with the procedure established by the Civil Code of the Russian Federation, the Federal Law «On nonprofit organizations», The Federal Law «On nongovernmental organizations» and other federal laws.

18.2. A liquidation resolutionis passed by the Conference, by a qualified majority of two thirds of the attending delegates from regional representations or by the court.

18.3. As from the appointment of a liquidation committee it acquires all rights and powers on management of the Club. The liquidation committee appears in court on behalf of the Club.

18.4. The liquidation committee makes a liquidation announcement in the press media, the procedure and terms of assertion of a claim by creditors. The terms of assertion of a claim by creditors shall be not less than two months as from the date of liquidation announcement.

18.5. The liquidation committee takes measures to identify creditors and recover receivables and notifies creditors on the Club liquidation in writing.

18.6. On completion of the term for assertion of claims by the creditors, the liquidation committee draws up an interim liquidation balance sheet that provides information on the property of the Club, a list of claims of creditors and the results of their consideration.

18.7. The interim liquidation balance sheet is approved by the Club Conference.

18.8. Should the funds of Club be not sufficient to satisfy the claims of creditors, the liquidation committee sells the property of the Club in accordance with the established procedure.

18.9. Payments to creditors of the Club are performed by the liquidation committee in the order established by the Civil Code of the Russian Federation, and in accordance with the interim liquidation balance sheet as from the date of its approval, except for third- or fourth-priority creditors, who receive payments upon expiration of a month as from the date of approval of the interim liquidation balance sheet.

18.10. Upon the completion of settlements with the creditors, the liquidation committee draws up a liquidation balance which is approved by the Club Conference.

18.11. The property remaining upon liquidation of the Club and after satisfying the claims of creditors is utilized in accordance with the By-laws of the Club, and in disputable cases – in accordance with the court resolution. A resolution on utilization of the remaining property is announced by the liquidation committee in the print media. The property remaining after satisfaction of the claims of creditors, and liquidated in accordance with the procedure and on the grounds stipulated by the Federal Law “On countering extremist activity”, shall turn to the property of the Russian Federation.

18.12. Liquidation is deemed complete, with the Club liquidated, upon making an entry in the Unified State Register of Legal Entities.

18.13. On the liquidation of the Club, permanent records having scientific and historic significance are submitted for national achieving; personnel records (orders, personal files, account cards, personal accounts etc.) are submitted for achieving to the administrative district where the Club is located. Submission and arrangement of documents is carried out by and at the expense of the Club in accordance the requirements of archival authorities.