CHARTERS of the Foundation for the Support of Lighthouses and Lighthousemen “Russian Lighthouse Society”

(autotranslated, could have mistakes)

APPROVED

Minutes No. 1 of the general meeting of founders dated May 31, 2016.

1.            GENERAL PROVISIONS

1.1. The Foundation for the Support of Lighthouses and Lighthouses "Russian Lighthouse Society", hereinafter referred to as the "Fund", is a non-membership unitary non-profit organization, established by fully capable citizens on the basis of voluntary property contributions, pursuing social, cultural and other socially beneficial goals provided for by the Charter.

1.2. The full name of the Foundation is the Foundation for the Support of Lighthouses and Lighthouses “Russian Lighthouse Society”.

1.3. The abbreviated name of the Foundation is the Russian Lighthouse Society Foundation.

1.4. Name in English – RussianLighthouseSociety.

1.5. The Foundation carries out its activities in accordance with the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations”, other regulatory legal acts of the Russian Federation, as well as this Charter.

1.6. The fund is created without limiting the period of activity.

1.7. Location of the Foundation: Moscow.

1.8. The founders of the Fund are fully capable citizens of the Russian Federation.

1.9. The Foundation has an emblem, the description of which is contained in the Charter.

2.            LEGAL STATUS

2.1.      The Fund is a legal entity that does not have as its purpose the extraction of profit for its distribution among the Founders of the Fund as their income.

2.2.      If income is received as a result of the Fund’s activities, it must be used to implement the statutory goals. If the Fund's income exceeds its expenses, the excess amount is not subject to distribution among its founders, but is directed to the implementation of the goals for which it was created.

2.3.      The Fund has the right to engage in income-generating activities subject to compliance with the legislation of the Russian Federation.

2.4.      The Foundation is required to publish annual reports on the use of its assets.

2.5.      The Foundation acquires the rights of a legal entity from the moment of state registration. The Fund has its own balance sheet, settlement, currency and other accounts in banking institutions, a letterhead, a round seal with its full name in Russian, operates on the principles of complete economic initiative, strict compliance with current legislation and obligations to the Founders. The Fund has the right to use the abbreviated name along with the full name in relations with counterparties and in publications in the media.

2.6.      The Foundation independently determines the directions of its activities, the strategy of economic, technical and social development.

2.7.      The founders of the Fund do not have property rights in relation to the Fund they created. The founders are not liable for the obligations of the Fund they created, and the Fund is not liable for the obligations of its founders.

2.8.      The state is not responsible for the obligations of the Fund. The Fund is not responsible for the obligations of the state.

2.9.      The Foundation, as an owner, exercises ownership, use and disposal of its property in accordance with the Charter.

2.10.   The property transferred to the Foundation by its founders is the property of the Foundation.

3.            BRANCHES AND REPRESENTATIVES

3.1.      The Fund may create Branches and open Representative Offices on the territory of the Russian Federation in accordance with the current legislation of the Russian Federation.

3.2.      A branch of the Fund is its separate division, located outside the location of the Fund and performing all or part of its functions, including the functions of the Representative Office.

3.3.      The representative office of the Fund is a separate division, which is located outside the location of the Fund, represents the interests of the Fund and protects them.

3.4.      Branches and Representative Offices of the Foundation are not legal entities, are endowed with the property that created them by the Foundation, and act on the basis of regulations approved by the Foundation. The property of Branches or Representative Offices is accounted for on their separate balance sheet and on the balance sheet of the Fund that created them.

3.5.      The heads of Branches and Representative Offices are appointed by the Foundation Council and act on the basis of the power of attorney issued to them.

3.6.      Branches and Representative Offices of the Foundation carry out activities on behalf of the Foundation. Responsibility for the activities of Branches and Representative Offices lies with the Foundation that created them.

4.            GOALS AND SCOPE OF ACTIVITY

4.1. The fund is created in order to generate property and funds on the basis of voluntary contributions, as well as other receipts not prohibited by the legislation of the Russian Federation and the use of this property and funds to promote the preservation of maritime heritage sites, the preservation and restoration of lighthouses, and support lighthouse workers who find themselves in difficult life situations.

4.1. The subject of activity is:

·       organizing the development and implementation of projects and programs aimed at preserving marine heritage sites;

·       preservation and popularization of Russian maritime heritage;

·       participation in the protection and rescue from destruction of lighthouses as objects of maritime heritage through organizing their repair, conservation and modernization, as well as taking care of the good condition of these objects;

·       establishment of awards and scholarships of the Foundation;

·       organizing thematic exhibitions in Russia and abroad (including at lighthouses and objects accompanying them) in the field of protection of maritime heritage, economics and maritime culture, especially the history of maritime lighthouses, as well as popularizing the opening of access to lighthouses for the organization and holding of these exhibitions.

·       creation of film, video, audio, photo, and other multimedia products, including programs necessary to support the activities of the Foundation;

·       provision of information and consulting services in the field of organizing and conducting scientific, cultural, educational events on the topics of the Foundation’s activities;

·       dissemination of knowledge about the material and spiritual maritime heritage and its protection, as well as strengthening public interest, including among young people, resolving issues in the field of maritime heritage and its protection, history, maritime culture and collecting;

·       development of contacts and cooperation between similar foreign societies of lighthouse lovers from other countries, and other public and private organizations, foundations, museums, civil initiative projects;

·       support for disabled people and persons with disabilities in order to equalize their chances of access to marine heritage sites;

·       support and popularization of Russia’s maritime heritage abroad;

·       support for maritime traditions, as well as the development of civic and cultural consciousness;

·       organizing competitions (including photographic, cinematic and literary) concerning Russian and foreign lighthouses;

·       systematization, preservation and provision of information about lighthouses, lighthouse personnel, collection of interviews and other information;

·       popularizing the celebration of International Lighthouse Day;

·       support for lighthouse workers who find themselves in difficult life situations;

·       support for scientific research into the history of lighthouses;

·       creation and support of information resources on the Internet covering the activities of the Foundation;

·       carrying out publishing and printing activities, including the publication of books, brochures, magazines covering the activities of the Foundation;

·       interaction with interested state and local government bodies, public associations, religious organizations, scientific, tourism, educational institutions, and the media to achieve the goals set for the Foundation;

·       organization of tourist and local history events related to the statutory goals of the Foundation, including tourist excursions, with a comprehensive program of events, including transport, accommodation, meals, visits to lighthouses and maritime museums

·       initiation and creation of the Museum of Lighthouses of the World, which has stationary and mobile exhibitions

·       promoting the development of international cultural relations.

5.            CONSTITUENT DOCUMENTS OF THE FOUNDATION

5.1. The founding document of the Foundation is the Charter.

5.2. The requirements of the Foundation's Charter are mandatory for fulfillment by all bodies of the Foundation.

5.3. Changes made to the Charter of the Fund are subject to state registration in the manner prescribed by the legislation of the Russian Federation and become valid from the moment of such registration.

6.            PROPERTY OF THE FUND

6.1. The Foundation may own buildings, structures, equipment, inventory, cash, shares and other securities, information resources, other property, unless otherwise provided by Federal laws, and results of intellectual activity.

6.2. The sources of formation of the Fund’s property in monetary and other forms are:

·       one-time proceeds from the founders;

·       voluntary property contributions and donations;

·       revenue from the sale of works and services;

·       dividends (income, interest) received on shares, bonds, other securities and deposits;

·       income received from the Fund’s property;

·       other receipts not prohibited by the legislation of the Russian Federation.

6.3. The founders of the fund do not have property rights in relation to the fund they created and are not liable for its obligations, and the fund is not liable for the obligations of its founders.

6.4. The Foundation uses the property for the purposes for which it was created.

6.5. The Fund's property cannot be transferred (in the form of sale, payment for goods, work, services and in other forms) to the founders of the Fund on terms more favorable to them than to other persons.

6.6. The Foundation is required to publish annual reports on the use of its assets.

6.7. The Fund is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on.

7.            ECONOMIC AND FINANCIAL ACTIVITIES OF THE FOUNDATION

7.1. The Fund independently determines the directions of its activities, the strategy of economic and business development. Intervention in the administrative and economic activities of the Foundation by state, public and other organizations is permitted only in cases provided for by the legislation of the Russian Federation.

7.2. The Foundation builds its relations with other enterprises, Foundations and citizens in all areas of economic activity on the basis of agreements, agreements, and contracts. The Fund is free to choose the subject and content of contracts and obligations, any other forms of economic relationships that do not contradict the legislation of the Russian Federation and the Charter of the Fund.

7.3. The Fund does not aim to generate profit for its distribution to the founders and employees of the Fund as their income. If income is received as a result of the Fund’s activities, it must be used to implement the statutory goals.

7.4. The Fund’s right to carry out activities for which special permission (license) is required in accordance with the legislation of the Russian Federation arises from the moment of its receipt or within the period specified therein and terminates upon expiration of its validity.

7.5. The Fund has the right to independently plan its activities and determine development prospects based on basic economic indicators and the presence of demand for the work performed and services provided.

7.6. The Fund has the right to independently determine the amount of funds allocated for remuneration of employees, establish forms and systems of remuneration, number of employees, structure and staffing.

8.            ORGANIZATIONAL STRUCTURE AND MANAGEMENT BODIES OF THE FUND

8.1. The governing bodies of the Fund are:

·       the highest collegial governing body of the Foundation – the Council;

·       the sole executive body of the Fund is the President;

·       the body supervising the activities of the Fund – the Board of Trustees;

·       the body exercising control over the activities of the Fund is the Auditor.

9.            BOARD OF THE FUND

9.1. The highest governing body of the Foundation is a collegial body - the Council.

9.2. The quantitative composition of the Council is determined by the Council and consists of at least 2 (two) members of the Council, elected for a period of 5 (Five) years.

9.3. Procedure for forming the Council:

9.3.1. The first composition of the Council is elected by the General Meeting of Founders and simultaneously with the approval of the Charter.

Subsequently, the Council is formed by voting for the election of each new Council member personally to the Council. A candidate is considered elected if more than half of the Council members present at the meeting vote for him.

9.3.2.Members of the Foundation Council do not receive remuneration for performing their duties in this body. The Foundation Council may include no more than one employee of its executive bodies.

9.3.3.Members of the Foundation Council have no right to hold full-time positions in the administration of commercial and non-profit organizations of which the Foundation is a founder (participant).

9.4. The powers of a Council member are terminated in the following cases:

·       withdrawal of a Council member from the Council at his own request, by submitting a written application addressed to the sole executive body of the Fund (in this case, the powers of the Council member are considered terminated from the day following the day of delivery of the corresponding application of the Council member to the sole executive body of the Fund);

·       death of a Council member (in this case, the powers of a Council member are considered terminated from the date of death of the Council member).

In the event of termination of the powers of a member of the Council on the specified grounds provided for by this Charter, the Council must resolve the issue of electing a new member of the Council within 15 (fifteen) working days from the date of termination of the powers of the member of the Council, or make a decision to reduce the number of members of the Council.

9.5. Meetings of the Council are convened as needed, but at least once a year. Meetings of the Council may be regular or extraordinary. A meeting of the Council is valid if at least half of the Council members are present.

9.6. The next meeting of the Council is held annually no later than June 1 of the year following the reporting year. Meetings of the Council are convened by the sole executive body of the Foundation.

9.7. An extraordinary meeting of the Council may be convened upon request (at the initiative of):

·       the sole executive body of the Fund;

·       Board of Trustees;

·       all members of the Council unanimously.

9.8.      The President is obliged to notify each member of the Council about this in writing no later than 10 days before the meeting of the Council. The notice shall indicate the date, place, time and agenda of the Council meeting. The notice is handed over to the members of the Council in person against signature, or sent by mail in a certified letter with acknowledgment of receipt.

9.9.      Meetings of the Council are chaired by the Chairman, who is elected by the members of the Council. The President of the Foundation may be elected Chairman at a meeting of the Council.

9.10.   Decisions of the Council are documented in the Protocol. The minutes of the Council meeting are drawn up no later than 3 days after the Council meeting. The minutes of Council meetings are kept by the Executive Secretary. The minutes are signed by the Chairman and the Executive Secretary.

9.11.   The executive secretary is elected before the meeting of the Council from among the members of the Council. If necessary, the functions of the Executive Secretary can be performed by any of the Foundation’s employees.

9.12.   The competence of the Council includes:

9.12.1. determination of priority areas of the Fund’s activities, principles of formation and use of its property;

9.12.2. election of the Foundation Council, election of the President, Auditor and early termination of their powers;

9.12.3. approval of the annual report and annual accounting (financial) statements;

9.12.4. making decisions on the creation of business entities by the fund and (or) on the participation of the fund in them;

9.12.5. making decisions on the creation of branches and (or) opening representative offices of the fund;

9.12.6. amendment of the Foundation's Charter;

9.12.7. approval of transactions carried out by the fund in cases provided for by law.

9.12.8. election of the Foundation's Board of Trustees and early termination of its powers;

9.12.9. approval of an audit organization or individual auditor of a non-profit organization;

9.13.   The Council has the authority to make decisions on any other issues of the Fund’s activities. Decision on the issues specified in clause 9.12. The Charter of the Foundation falls within the exclusive competence of the Council. Issues falling within the exclusive competence of the Council cannot be transferred by it to the decision of the sole executive body of the Foundation.

9.14.   Decisions on issues of exclusive competence are made unanimously by all members of the Council. Decisions on other issues are made by a simple majority of votes of Council members from the total number of Council members present at the meeting. Each member of the Council has one vote.

10.          SOLE EXECUTIVE BODY

10.1.   For the current management of the Fund's activities, a permanent sole executive body of the Fund, the President, is elected.

10.2.   Upon creation, the President is elected by the General Meeting of Founders for a term of

5 (five) years, and subsequently by the members of the Council unanimously. The President can be re-elected an unlimited number of times.

10.3.   President:

·       acts on behalf of the Fund within its competence without a power of attorney;

·       issues powers of attorney;

·       opens bank accounts;

·       represents the Foundation in relations with individuals, state and municipal authorities of the Russian Federation, state, public, religious and other organizations in the Russian Federation and abroad;

·       approves the Fund’s internal documents;

·       approves the structure and staffing of the Foundation’s apparatus and establishes the wage fund for the Foundation’s full-time employees;

·       reviews and approves the Fund’s cost estimates;

·       carries out the hiring and dismissal of full-time employees, including the chief accountant;

·       encourages full-time employees for active work, imposes penalties on them in the manner established by the current legislation of the Russian Federation;

·       on behalf of the Fund enters into transactions related to the disposal of funds, raising borrowed funds, alienation of property, as well as the transfer of such property for use or collateral, enters into contracts and ensures their implementation, disposes of its property, including funds, in the interests of the Fund;

·       prepares issues for discussion at the Council meeting;

·        monitors the implementation of Council decisions;

·       resolves issues of social insurance and social security of members of the workforce;

·       exercises control over the activities of the Branches and Representative Offices of the Fund;

·       resolves issues of financial and economic activities of the Fund;

·       resolves any other issues not within the competence of the Foundation Council in accordance with the current legislation of the Russian Federation, this Charter and decisions of the Foundation Council.

10.4.   The President carries out the current management of the activities of the Fund and is accountable to the Council of the Fund

10.5.   The President is obliged, at the request of the Council, acting in the interests of the Foundation, to compensate for losses caused to the Foundation through his fault.

11.          BOARD OF TRUSTEES, AUDITOR.

11.1.   The body supervising the activities of the Foundation is the Board of Trustees.

11.2.   The Board of Trustees supervises the activities of the Fund, the adoption of decisions by other bodies of the Fund and ensuring their execution, the use of the Fund’s funds, and the Fund’s compliance with the current legislation of the Russian Federation. The Board of Trustees convenes at least once a year.

11.3.   Persons who have authority, are respected and have expressed support for the goals for which the Foundation was created are invited to serve on the Board of Trustees.

11.4.   The initial composition of the Board of Trustees is formed (elected) by the General Meeting of Founders within 3 (three) months from the date of state registration of the Foundation.

11.5.   The number of members of the Board of Trustees is not limited, but there must be at least 2 (two) people. The composition of the members of the Board of Trustees is formed by the Council for a period of 1 (one) year.

11.6.   Officials of the Foundation are obliged, at the request of the Board of Trustees, to provide the necessary information and documents and give explanations.

11.7.   The Board of Trustees elects the Chairman of the Board of Trustees from among its members at its meeting by a majority vote of the members of the Board of Trustees.

11.8.   The following issues are brought up at meetings of the Board of Trustees:

·       implementation of general supervision and control of the Fund’s activities;

·       assistance in ensuring public support for the Foundation;

·       assistance in protecting the rights and legitimate interests of the Fund’s employees;

·       interaction with federal and local authorities;

·       organizing an audit of the financial and economic activities of the Fund at least once a year;

·       if necessary, involve audit organizations in inspections.

11.9.   The Board of Trustees organizes work at its own discretion. The Foundation's Board of Trustees makes decisions at its meetings by a simple majority of votes of the members of the Board of Trustees present at the meeting. Each member of the Board of Trustees has one vote.

11.10.      The Board of Trustees is competent if more than half of its members are present at its meeting.

11.11.      Decisions made at a meeting of the Board of Trustees are signed by the Chairman of the Board of Trustees, who is elected before the start of the meeting.

11.12.      Its members are notified by the Executive Secretary of the date and time of the meeting of the Board of Trustees no later than five days before the start of the meeting.

11.13.      Issues put on the agenda of a meeting of the Board of Trustees are prepared by the Executive Secretary appointed by the Chairman of the Board of Trustees and agreed upon with him.

11.14.      Materials on the agenda of the upcoming meeting of the Board of Trustees for preliminary review are provided by the Executive Secretary.

11.15.      Members of the Board of Trustees are not paid remuneration from the Foundation for the performance of their duties.

11.16.      Members of the Board of Trustees may participate in Board meetings with the right of advisory vote.

11.17.      The Board of Trustees carries out its activities on a voluntary basis.

11.18.      Control over the financial and economic activities of the Fund is carried out by an Auditor elected by the Council. Both an employee of the Fund and a person who is not an employee of the Fund can be appointed as an auditor. Initially, the Auditor is appointed for a period of 1 (one) year by the Council within 3 (three) months after state registration.

11.19.      The auditor carries out inspections of the financial and economic activities of the Fund at least once a year.

11.20.      The auditor has the right to demand that officials of the Fund provide all necessary documents and personal explanations.

11.21.      The auditor presents the results of the audits to the Council.

12.          PROCEDURE FOR AMENDING THE CHARTERS

12.1.   Changes to the Charter are approved by the Council and are subject to state registration.

12.2.   State registration of changes to the Charter of the Fund is carried out in the manner established by this Charter and the current legislation of the Russian Federation. Changes to the Foundation's Charter come into force from the moment of their state registration.

12.3.   The foundation's charter may be changed by a court decision adopted at the request of the foundation's authorities or a state body authorized to supervise the activities of the foundation, if maintaining the foundation's charter unchanged entails consequences that could not be foreseen when establishing the fund, and the highest collegial body of the fund or the founders of the fund does not change its charter.

13.          LIQUIDATION AND REORGANIZATION OF THE FUND

13.1.   The Fund may be liquidated on the basis and in the manner prescribed by the current legislation of the Russian Federation.

13.2.   Reorganization of the Fund is not permitted.

13.3.   The decision to liquidate the Fund can only be made by the court upon the application of interested parties.

The Fund may be liquidated in the following cases:

·       if the Fund’s property is insufficient to achieve its goals and the likelihood of obtaining the necessary property is unrealistic;

·       if the goals of the Fund cannot be achieved and the necessary changes to the goals of the Fund cannot be made;

·       in case the Foundation deviates in its activities from the goals provided for by its Charter;

·       in other cases provided for by the current legislation of the Russian Federation.

13.4.   The court appoints a liquidation commission (liquidator) and establishes the procedure and timing for the liquidation of the Fund.

13.5.   From the moment the liquidation commission (liquidator) is appointed, the powers to manage the affairs of the Fund are transferred to it. The liquidation commission (liquidator) acts in court on behalf of the liquidated Fund.

13.6.   The liquidation commission (liquidator) publishes information on the liquidation of the Fund, the procedure and deadline for filing claims of its creditors in the press, which publishes data on state registration of legal entities. The deadline for filing claims by creditors cannot be less than two months from the date of publication of information about the liquidation of the Fund.

13.7.   The liquidation commission (liquidator) takes measures to identify the Fund's creditors and receive receivables, and also notifies creditors in writing of the Fund's liquidation.

13.8.   At the end of the period for presenting claims of creditors, the liquidation commission (liquidator) draws up an interim liquidation balance sheet, which contains information about the composition of the property of the liquidated Fund, the list of claims presented by creditors, as well as the results of their consideration.

13.9.   If the funds available to the Fund being liquidated are not sufficient to satisfy the claims of creditors, the liquidation commission sells the Fund's property at public auction in the manner established for the execution of court decisions.

13.10.      Payment of sums of money to the creditors of the liquidated Fund is made by the liquidation commission (liquidator) in the order of priority established by the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the day of its approval, with the exception of creditors of the third and fourth priority, payments to whom are made after a month from the date of approval of the interim liquidation balance sheet.

13.11.      After completing settlements with creditors, the liquidation commission (liquidator) draws up a liquidation balance sheet.

13.12.      In the event of liquidation of the fund, its property remaining after satisfaction of the creditors' claims is directed to the statutory purposes of the Fund, except for cases where the law provides for the return of such property to the founders of the fund.

13.13.      The liquidation of the Fund is considered completed, and the Fund is considered to have ceased to exist after making an entry to this effect in the unified state register of legal entities.

14. FUND EMBLEM

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The emblem consists of several circles of different diameters.

A smaller circle is blue with a white lighthouse drawn inside it. The boundaries of the lighthouse are outlined in dark blue. There are three windows on the right side of the lighthouse. At the level of the second window there are continuous wavy white lines. The light of the lighthouse blurs the boundary between the circles on the left and right.

Along the inner radius of the larger circle, from left to right, in a circle there is the inscription “RUSSIAN LIGHTHOUSE SOCIETY”, made in capital letters in dark blue. The inscription closes with the sign “.” on both sides. In the lower middle on the inner radius of the large circle, under the lighthouse, there is a dark blue anchor.