STATUTE
| |
"APPROVED" Minutes No. 1 General Meeting of the FICPI Russia November 13, 2012 |
CHARTER
the Regional Public Organization "Group to Promote Professional Cooperation of Patent Attorneys" (FICPI Russia)
1. GENERAL
| 1.1. | The Regional Public Organization “Group to Promote Professional Cooperation of Patent Attorneys”, hereinafter referred to as "the Organization", is a membership-based public association created on the basis of joint activities to protect common interests and achieve the goals outlined in the present Charter. |
| 1.2. | The Organization carries out its activities in accordance with the Constitution of the Russian Federation, the Civil Code, the Federal Law "On Public Associations", other normative acts regulating activities of public associations, as well as the present Charter. |
| 1.3. | Full name of the Organization in Russian is the Regional Public Organization “Group to Promote Professional Cooperation of Patent Attorneys”. |
| 1.4. | Brief name of the Organization in Russian is the RPO “Group FICPI” |
| 1.5. | Name of the organization in English is the “FICPI Russia”. |
| 1.6. | The Organization's activities are based on the principles of voluntariness, equality, self-government and legitimateness. The Organization's activities are publicly-disclosed, and the information about its Charter and policy documents is publicly accessible. |
| 1.7. | The Organization may join unions (associations) of public associations. |
| 1.8. | The legal capacity of the Organization as a legal entity arises from the moment of its state registration in accordance with the legislation of the Russian Federation. |
| 1.9. | The Organization shall be entitled to sue and be sued. |
| 1.10. | The Organization may in due course to open accounts, including foreign exchange accounts, with the banks and other lending institutions in the Russian Federation and abroad. |
| 1.11. | The Organization has a round seal bearing its full name in Russian and the indication to its location. The Organization may have stamps, forms with its name, its own logo and other symbols registered in the manner prescribed by law. |
| 1.12. | The territorial scope of activities of the Organization - the city of Moscow. |
| 1.13. | The registered address of the institutional decision-making body (the Board) is 129090, Russia, Moscow, str. B. Spasskaya 23. |
2. GOAL AND FIELD OF ACTIVITY OF THE ORGANIZATION
| 2.1. | The goal of the Organization is to contribute to the strengthening of professional cooperation between patent attorneys in private practice. | |
| 2.2. | To achieve the statutory goals, the Organization shall implement its activities in the following fields : | |
| - contribution to strengthen the professional cooperation between patent attorneys from different countries engaged in private practice on intellectual property matters, including for the purposes of improving the regional, Russian and international law; - creation of favorable conditions for the formation of business ties between the members of the Organization and the members of the FICPI in other countries; - assistance in scale up the level of morality, professional ethics, moral and ethical qualities of the profession of patent attorneys; - establishment of liaising among the members of the Organization, empowerment and enabling environment for meetings, conferences, correspondence to implement, for discussion and exchange of ideas related to the professional activities of the members of the Organization, as well as assisting in the acquisition and dissemination of knowledge related to the professional activities of the members of the Organization, the members of the FICPI; - providing assistance in the development of international cooperation in the field of intellectual property, including assistance in the development of relations and the exchange of professional information among the members of the Organization and the members of the FICPI; - publishing activity and in the scope of it, the editing and distribution of publications and other information on the subject of the Organization; - other activities aimed at achieving the statutory objectives of the Organization, and not prohibited by the legislation of the Russian Federation. |
||
| 2.3. | For implementing of its goals the Organization may: | |
| - to protect the interests, provide comprehensive assistance and support to the members of the Organization; - to hold meetings, conferences, seminars and other events as a part of its statutory objectives; - to cooperate with concerned government agencies, international organizations dealing with intellectual property rights; - to participate by invitation in the various working groups, commissions, committees formed by the government and other bodies and organizations in their subjects; - to establish cooperation with interested Russian and foreign legal entities and individuals, governmental, intergovernmental and non-governmental organizations, to conclude cooperation agreements, to participate in the prescribed manner in the conduct of international events that do not contravene the international obligations of the Russian Federation. |
||
| 2.4. | Certain activities, listed by special Federal laws, the Organization can deal only with special permission (license). The Organization within the limits of its competence cooperates with all interested enterprises, public and scientific organizations, legislative and executive authorities, foreign and international organizations and other legal entities and individuals. | |
| 2.5. | The Organization may engage in business activities only insofar as it serves the statutory goals for which it was created, and corresponding to these goals. Business activities are undertaken by the Organization in accordance with the legislation of the Russian Federation. | |
| 2.6. | The Organization can create economic partnerships, companies and other economic organizations, as well as acquire property for business activities. The economic partnerships, companies and other economic organizations, created by the Organization, make payments to the relevant budgets in the form and in the amount set forth by the legislation of the Russian Federation. | |
3. CONDITIONS AND PROCEDURE OF ADMISSION AND WITHDRAWAL OF THE MEMBERSHIP IN THE ORGANIZATION
| 3.1. | The Member of the Organization may be an individual who has attained the age of 18, and who is the acting patent attorney. Additional requirements for candidates may be set forth in the Statute of Membership of the Organization. | ||
| 3.2. | The Organization is open to new members. | ||
| 3.3. | The Board carries out admission to the Organization of a new member on the basis of the submitted by the candidate for membership of the Organization written application to the President of the Organization and in the presence of at least two written recommendations from members of the FICPI. | ||
| 3.3.1. | A written application from the candidate shall include: | ||
| - information on the nature of his or her professional activities; - information on the time during which the said candidate has been a patent attorney; - an indication of the contact information of the members of the FICPI to whom a request for recommendations can be sent to; - a consent of the candidate to recognize and respect the provisions of the Charter and internal documents of the Organization. |
|||
| An application for admission to membership in the Organization may contain other information specified in the Statute of the Membership of the Organization. | |||
| 3.3.2. | Upon receipt by the Board of an application from the candidate and the recommendations from members of the FICPI the President of the Organization sends to the Secretary General of the FIPCI the information on the admission of the candidate in question as a new member of the Organization. The Board shall consider an application from the candidate for membership of the Organization at the next meeting of the Board. |
||
| 3.4. | A membership in the Organization may be denied. | ||
| 3.5. | A withdrawal of an individual from the members of the Organization is implemented by submitting a written application to the President of the Organization. In this case, the membership in the Organization shall be considered terminated from the date of receipt of the application by the President of the Organization. | ||
| 3.6. | 3.6. The member of the Organization who repeatedly is not performing or improperly performing his or her duties or violating his or her commitments to the Organization, as well as preventing with his or her actions or omissions the work of the Organization, may be expelled from it by a decision of the Board, adopted by a simple majority of the total voting members of the Board present at a meeting of the Board. In this case, the membership in the Organization shall be considered terminated from the date of taking the relevant decision by the Board. | ||
4. RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE ORGANIZATION
| 4.1. | The Members of the Organization have the right to: | |
| - elect and be elected to the management and supervisory bodies of the Organization; - monitor the activities of the governing bodies of the Organization in accordance with the provisions of the Chapter; - take part in all events organized by the Organization; - participate in managing the affairs of the Organization in accordance with the procedure stipulated by the Charter; - receive information about the activities of the Organization; - freely withdraw out of the Organization at his or her discretion; - make proposals on the agenda at general meetings of the members of the Organization; - apply to the governing bodies of the Organization with statements and proposals. |
||
| 4.2. | The Members of the Organization must: | |
| - comply with the provisions hereof; - pay for the admission and membership fees in the manner prescribed by the Board; - take part in the activities of the Organization; - on request of the governing bodies of the Organization submit information, which not related to confidential one, needed for statutory activities of the Organization; - exercise the decisions taken by the governing bodies of the Organization; - ensure high professional culture, meet the high level of professional ethics of the profession of the patent attorney; - care of the property of the Organization, take measures to prevent the damage that can be caused to the Organization; - not disclose the information having confidential nature. |
||
| 4.3. | The rights of a Member cannot be transferred to non-members of the Organization. | |
| 4.4. | The Members of the Organization have equal rights and equal obligations. | |
| 4.5. | The Members of the Organization shall not retain the rights to the property they have transferred to the ownership of the Organization. | |
| 4.6. | The Members shall not be liable for the obligations of the Organization, and the Organization is not responsible for the obligations of its Members. | |
5. STRUCTURE OF THE ORGANIZATION. COMPETENCE AND PROCEDURE FOR FORMING OF GOVERNING BODIES OF THE ORGANIZATION AND TERMS OF THEIR AUTHORITIES
| 5.1. | The governing bodies of the Organization are: | |
| - The General Meeting of members - the highest governing body of the Organization; - The Board - the standing governing body of the Organization; - The President - the sole executive body of the Organization. |
||
| 5.2. | The highest governing body is the General Meeting of the Members. | |
| 5.3. | The Members of the Organization must: | |
| 5.3.1. | introduction of amendments and additions to the Charter of the Organization; | |
| 5.3.2. | determination of the number and election of the members of the standing governing body of the Organization - the Board and the early termination of their powers; | |
| 5.3.3. | election of the President and the early termination of his or her powers; | |
| 5.3.4. | election of the Internal Auditor of the Organization and the early termination of his or her powers; | |
| 5.3.5. | decision making on the reorganization of the Organization; | |
| 5.3.6. | decision making on the liquidation of the Organization; | |
| 5.3.7. | setting the priorities of the Organization, the principles of formation and use of its property; | |
| 5.3.8. | decision-making on participation of the Organization in other organizations; | |
| 5.3.9. | establishment of branches and representative offices of the Organization; appointment of heads of branches and representative offices and early termination of their powers; | |
| 5.3.10. | approval of the annual report and annual balance sheet of the Organization; | |
| 5.3.11. | election of the Chairman of the General Meeting; | |
| 5.3.12. | approval of internal documents of the Organization; | |
| 5.3.13. | review and approval of the reports of the Board, the Auditor, the President. | |
| 5.4. | The General Meeting of the Members shall be valid if attended by more than half of the Members of the Organization. Each Member shall have one (1) vote at the General Meeting of the Members. Decisions of the General Meeting of the Members are accepted by voting by show of hands or by fill ballots. Issues, referred to in sub-paragraphs 5.3.1.-5.3.7., are within the exclusive competence of the General Meeting of the Members of the Organization and adopted by a qualified majority of at least 2/3 (two thirds) of the votes of the Members present at the General Meeting of the Members. Decisions on other issues are adopted by simple majority of those present at the General Meeting of the Members, if a greater number of votes for such decisions is not prescribed by applicable law. |
|
| 5.5. | An Ordinary General Meeting of the Members shall be convened at least once a year. The other General Meetings of the Members are extraordinary. |
|
| 5.6. | Extraordinary General Meetings of the Members of the Organization shall be convened as required by the President or the Board or at the initiative of not less than 1/3 (one third) of the Members of the Organization who send to the President a requirement to convene a General Meeting of the Members, indicating the proposed agenda and dates of a Meeting. | |
| 5.7. | The convocation of the General Meeting of the Members of the Organization shall be in the following order: within eight (8) working days from the date of receipt of the request, the President shall decide on the convening of the General Meeting of the Members or to send a reasoned refusal to the initiators of the General Meeting of the Members. In case of the decision to convene a General Meeting of the Members of the Organization, the President shall send to each Member of the Organization not later than twenty (20) calendar days prior to the meeting, the invitation to the meeting, specifying the place, date and time of the meeting and the agenda. The invitation is sent to the Members of the Organization by any communications means, allowing positive identification of the proper notice of the Members about the General Meeting of the Members. Decisions of the General Meeting of the Members are formalized by the Minutes signed by the Chairman and Secretary of the General Meeting of the Members. |
|
| 5.8. | The Board is the standing governing body of the Organization. The Board is an elected collegiate body accountable to the General Meeting of the Members. |
|
| 5.9. | The Board is elected at the creation of the Organization by the General Meeting of the founders, further on - by the General Meeting of the Members. The Board shall be elected for three (3) years, comprising at least three (3) fully capable members of the Organization. The Board conducts the overall management of the Organization between the General Meetings of the Members in accordance with the present Charter. | |
| 5.10. | The competence of the Board includes the following: | |
| 5.10.1. | election of the Chairman of the Board from among its members; | |
| 5.10.2. | approval of the financial plan of the Organization and amending it; | |
| 5.10.3. | solution to an issue of acceptance of the new members and the decision to expel members from the Organization; | |
| 5.10.4. | provision recommendations to the President on the current and strategic development and management of the Organization; | |
| 5.10.5. | determining the order of payment of entrance and membership fees; | |
| 5.10.6. | decisions on current issues of the management of the Organization; | |
| 5.10.7. | enforcement of decisions of the General Meeting of the Members of the Organization; | |
| 5.10.8. | preparation of issues received for consideration by the General Meeting of the Members of the Organization; | |
| 5.10.9. | coordination of activities of the members of the Organization; | |
| 5.10.10. | interaction of the Organization with all interested individuals and legal entities; | |
| 5.10.11. | formation of committees, commissions and working groups on different fields of activity and approval of Regulations of them; | |
| 5.10.12. | enjoyment of the rights of a legal entity and the performance of its duties on behalf of the Organization in accordance with the Charter. | |
| 5.11. | The Board has competence, if at the meeting, more than half of its members is present. Decisions are taken by simple majority of the total number of the members of the Board present in an open vote by a show of hands or fill ballots. When voting at a meeting of the Board each of the members of the Board shall have one (1) vote. |
|
| 5.12. | The Chairman of the Board is elected by the Board from among the members of the Board for a term of three (3) years. The Board shall be summoned by its Chairman, who shall preside at meetings of the Board. | |
| 5.13. | The competence of the Chairman of the Board: | |
| 5.13.1. | convenes meetings of the Board and presides over them; | |
| 5.13.2. | controls presentation to the members of the Board of the information on the agenda of the meetings; | |
| 5.13.3. | provides an open discussion of the issues addressed at the meetings, takes into account the views of all the members of the Board in decision-making, summarizes discussions and formulates decisions; | |
| 5.13.4. | supervises the implementation of the decisions adopted by the General Meeting of the Members of the Organization and by the Board; | |
| 5.13.5. | provides keeping of the minutes of the meetings of the Board and signs them. | |
| 5.14. | The sole executive body of the Organization is the President. | |
| 5.15. | Upon establishing the Organization the President is elected by the General Meeting of the founders, further on - by the General Meeting of the Members. The President is elected for a term of three (3) years. | |
| 5.16. | The President, without a power of attorney, acts on behalf of the Organization and represents its interests in the Russian Federation and abroad in relations with state and management authorities, legal entities and individuals, as well as in consideration of administrative, financial, economic, labor cases in courts and other bodies. | |
| 5.17. | The competence of the President includes the implementation of the operating control of the Organization, the convening and organization of the General Meeting of the Members, adoption of the agenda of the General Meeting of the Members, conclusion of contracts, agreements, arrangements, and solution of issues of the practices of the Organization within his or her competence, exercise of executive functions in the scientific, social, business circles. | |
| 5.18. | The competence of the President of the Organization also includes: | |
| - approval of the staff and duties, hiring and dismissal of employees in the manner prescribed by the legislation of the Russian Federation; - providing propitious and safe working conditions for employees of the Organization; - control over the rational use of material, labor and financial resources of the Organization; - attraction of additional sources of financial and material resources to exercise the statutory activities; - submit to the Board for approval of the financial plan and amendments thereto, as well as the annual report and the annual balance sheet of the Organization; - providing the transparency, including informational, of the activities of the Organization for the persons concerned; - logistical assistance to the activities of the Organization; - implementation of the organizational and administrative functions; - administration of assets and monetary funds of the Organization, consummation of transactions, including the conclusion of civil law contracts, issuance of proxies, including with the right of substitution, opening of the bank settlement and other accounts; - ensuring implementation of decisions of the General Meeting of the Members of the Organization; - keeping a register of the Members of the Organization; - decision making on other issues related to the activities of the Organization, which are not within the competence of the General Meeting and of the Board. |
||
| The President has the right of first signature of the financial documents. | ||
6. INTERNAL AUDITOR OF THE ORGANIZATION
| 6.1. | The auditing body of the Organization is the Internal Auditor. The Internal Auditor is elected by the General Meeting of the Members of the Organization for a period of three (3) years. The Internal Auditor should be elected within three (3) months from the date of the state registration of the Organization. |
| 6.2. | The Internal Auditor cannot be a member of the Board and the President. |
| 6.3. | The Internal Auditor shall carry out the audit of financial and economic activities of at least once per annum. |
| 6.4. | The Internal Auditor shall have the right to demand from officials of the Organization to submit all required documents and personal explanations. |
| 6.5. | The Internal Auditor presents the results of the audits to the General Meeting of the Members. |
| 6.6. | Unscheduled audits are initiated by the Internal Auditor or at the written request of a majority of the members. |
7. PROPERTY OF THE ORGANIZATION AND SOURCES OF ITS FORMATION
| 7.1. | The Organization may own land, buildings, facilities, residential properties, transportation, plant and equipment, inventory, monetary assets, stocks, other securities and other property necessary for the material support of the Organization. | |
| 7.2. | The property of the Organization is formed on the base of: | |
| - admission and membership fees; - optional contributions and donations; - incomings from lectures, exhibitions, raffles, auctions, sporting and other events conducted in accordance with the Charter of the Organization; - income from business activities of the Organization; - civil law transactions; - international economic activities of the Organization; - other incomings not prohibited by the law. |
||
| 7.3. | Everyone member shall have no right to a share of property belonging to the Organization. | |
| 7.4. | Income from business activities of the Organization shall not be distributed among the members of the Organization and should only be used in order to achieve the statutory goals of the Organization. | |
| 7.5. | The Organization can perform with respect to its own properties any deals that do not contradict the legislation of the Russian Federation, the present Charter and the appropriate for the statutory goals of the Organization. | |
8. INTRODUCTION OF AMENDMENTS AND ADDITIONS TO THE CHARTER
| 8.1. | The changes and additions to the Charter, approved by the General Meeting of the Members of the qualified majority of at least 2/3 (two thirds) present at the General Meeting of the Members, shall be subject to the state registration. | |
| 8.2. | The state registration of the changes and additions to the Charter of the Organization is subject to the procedure established by the legislation of the Russian Federation. | |
| 8.3. | The changes and additions to the Charter of the Organization, shall acquire legal force from the moment of their state registration. | |
9. REORGANIZATION AND LIQUIDATION OF THE ORGANIZATION
| 9.1. | The reorganization of the Organization is implemented by a decision of the General Meeting of the Members, which shall be adopted by a qualified majority of at least 2/3 (two thirds) of the votes present at the General Meeting of the Members of the Organization in accordance with the procedure stipulated by the current legislation of the Russian Federation. | |
| 9.2. | The property of the Organization after its reorganization proceeds to new legal entities in the manner prescribed by the legislation of the Russian Federation. | |
| 9.3. | The Organization may be liquidated by a decision of the General Meeting of the Members, which shall be adopted by a qualified majority of at least 2/3 (two thirds) of the votes present at the General Meeting of the Members of the Organization or by a decision of a court. The liquidation of the Organization shall be conducted as determined by the legislation of the Russian Federation. | |
| 9.4. | The property remaining after liquidation of the Organization, after satisfaction of the claims of creditors, proceeds for the authorized purposes of the Organization. The liquidation commission publishes in the press the decision on the use of the remaining property. | |
| 9.5. | The documents of the Organization on staff after the liquidation of the Organization shall be deposited in the manner prescribed by law in the State Archives. | |
| 9.6. | The information and documents required for the state registration of the Organization in connection with its liquidation shall be submitted to the body that made the decision on the state registration of the Organization at its creation. | |
| 9.7. | The liquidation of the Organization shall be deemed completed, and the Organization shall be deemed liquidated after submission to the Unified State Register of Legal Entities of the relevant entry. | |
10. BRANCHES AND REPRESENTATIVE OFFICES
| 10.1. | The Organization may establish branches and representative offices in the Russian Federation in accordance with the legislation of the Russian Federation. | |
| 10.2. | A branch of the Organization is its stand-alone unit, which is located outside of the location of the Organization, exercising all or part of its functions, including functions of the representative office. | |
| 10.3. | The representative office of the Organization is its stand-alone unit, which is located outside of the location of the Organization, which represents the interests of the Organization and protects them. | |
| 10.4. | The branches and representative offices of the Organization are not legal entities, endowed with property from the Organization and act based on the approved statutes. Heads of branches and representative offices are appointed by the General Meeting of the Members of the Organization and act on the basis of a granted power of attorney. | |
| 10.5. | Branches and representative offices carry out activities on behalf of the Organization. The Organization shall bear the responsibility for the activities of its branches and representative offices. | |
