• 7th International Conference:Arctic Shelf Development: Step by step
  • Arctic Shelf Development: Step by step
  • Nonprofit organization “Association of Suppliers for Oil and Gas Industry “Murmanshelf” invites you to participate in the 7th International Conference «ARCTIC DEVELOPMENT: STEP BY STEP». The Conference will take place in Murmansk on the 18th – 19th of November, 2014 supported by the Government of the Murmansk Region in the framework of the III Murmansk International Business Week.

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1. GENERAL CONDITIONS

1.1. Association of Suppliers for Oil and Gas Industry (the Association) is a voluntary association of legal entities.

Association of Suppliers for Oil and Gas Industry is a non-profit organization.

Full official name in English: “Non-Profit Organization “Association of Suppliers for Oil and Gas Industry “Murmanshelf”

Short name in English: “NPO Association “Murmanshelf”

1.2. The Association is a legal entity and possesses solitary property, an independent balance, settlement and other accounts in credit institutions, in foreign currency as well, and an official seal with the name of the Association.

Members of the Association are independent and entitled to all rights of legal entities.

1.3. The Association shall not be responsible for obligations of its members. Members of the Association are in subsidiary charge for its obligations. The share and procedures of this charge are stipulated by constituent documents of the Association (Agreement and Charter).

1.4. In order to carry out business activities the Association may establish economical societies or join them. The Association may establish its branch and representative offices.

Affiliated societies shall be entitled to all rights of legal entities and act under Charters approved by the Association.

Branch and representative offices that are not legal entities shall act under Resolutions approved by the Association. In accordance with the legislation the Association may establish is representative offices both in the Russian Federation and abroad.

2. OBJECTIVES AND ACTIVITES OF THE ASSOCIATION

2.1. Objectives of the Association shall be:

- to create a network of suppliers for oil and gas industry and construction of a coastal industrial unit for production and shipment of LNG in the territory of the Murmansk Region with respective infrastructure;

- to develop the industrial potential of the Murmansk Region; to open new vacancies;

- to protect rights and common property concerns of its members in authorities and governmental organizations, including international ones; to support and assist members of the Association in commercial projects dealing with works and services for exploration of oil and gas in the Arctic shelf.

2.2. Activities of the Association shall be:

- to attract and distribute financial, intellectual and organizational resources for development and implementation of projects and programs aimed at objectives of the Association;

- to develop multilateral cooperation with Russian, foreign and international organizations and associations within interests of members of the Association;

- to carry out any other activities in accordance with the Association’s objectives and legislation of the Russian Federation

3. PROPERTY AND FUNDS OF THE ASSOCIATION

3.1. The sources of property of the Association in financial and other means are: admission, regular and special fees of its members, voluntary property fees, charitable contributions, grants or other donations from legal entities and individuals, including foreign ones, property, money and securities transferred as devise or otherwise, profit from economical activities of the established or joined organizations, and other contributions under the legislation of the RF.

3.2. Amounts, terms and procedures of admission, regular and special fees of the Association’s members shall be determined by General Meeting of the members. Fees may be paid in forms of money, securities, property, and non-property rights evaluated in money terms. Value of the contributed property shall be assessed and agreed upon by a member of the Association and General Meeting of the Association’s members. Regular fees shall be paid annually. Special fees are aimed at financing of particular events and programs.

3.3. Governmental, local and other authorities that are the Association’s members shall be free of admission and other fees stipulated by the constituent documents of the Association.

3.4. Admission and annual fees, as well as donations, shall be spent on support of administrative board and activities of the Association.

The Association’s property is used for objectives of the Association in accordance with the present Charter and shall not be subject to distribution among the members.

Property that is transferred to the Association as a contribution, gift, donation, devise or otherwise, as well as property that is procured and acquired within the Association’s activities, shall be owned by the Association.

4. MANAGEMENT AND CONTROL BODIES

4.1. The top managing body of the Association is General Meeting of the Association’s members.

A representative standard for each member is 1 (one) person.

General Meeting shall be convened when necessary but at least once a year.

General Meeting shall be competent with more than a half of the Association’s members present.

4.2. An extraordinary General Meeting may be convened on the decision of:

- the Association’s Board;

- Chairperson of the Association’s Board

Auditor of the Association’s members

4.3. General Meeting is competent to:

Amend and alter the Association’s Charter and register the amendments and alterations in accordance with the legislation.

Elect the Association’s Board, Chief Executive Officer, and Auditor, and early deprive them of their authorities.

Determine priority activities of the Association and standards of formation and use of the Association’s property.

Decide on reorganization and liquidation of the Association, and elect a liquidation commission.

4.3.5. Approve annual reports and bookkeeping balance sheets.

4.4. Issues stipulated by cl. 4.3.1.-4.3.4 shall be under the sole competence of General Meeting of the Association’s members.

4.5 Decisions on all issues shall be made by General Meeting by a simple majority of votes of all present members. Decisions on issues under the sole competence of General Meeting shall be made by a qualified majority of votes – not less than 2/3 votes of all present members.

Minutes of General Meeting shall be drawn and signed by Chairperson and a secretary.

Chairperson of General Meeting shall be Chairperson of the Association’s Board.

4.6. Activities of the Association between General Meetings shall be governed by the Association’s Board.

4.7. The Association’s Board shall be elected by General Meeting for 1 (one) year among the Association’s members without limitation of the number of the Board’s member.

4.8. Chairperson of the Board shall be elected by the Board by the majority of votes for 1 (one) year

4.9. Chief Executive Official of the Association is a member of the Board and shall not be elected the Chairperson.

The Board may be reelected for a new term Early termination of the Board’s authority may be decided on by General Meeting on the demand of not less than 1/3 members.

4.11. The Association’s Board shall:

- control and organize the Association’s work, and control implementation of decisions of General Meeting;

- consider and approve expense budgets of the Associations;

- approve and amend the Association’s financial plan;

- prepare questions for discussion by General Meeting;

- admit and exclude members of the Association;

- establish branch and representative offices of the Association;

- decide on membership in other organizations;

- settle any other issues outside the sole competence of General Meeting.

4.12. The Board shall hold its meetings when necessary, but at least once in three months. Meetings shall be competent with over 50% present members of the Board present. Decisions shall be made by an open and simple majority vote of the present members. In case of a tie-vote the vote of the Board’s Chairperson shall be decisive.

Minutes shall be drawn and signed by the Chairperson of the meeting.

4.13. Chief Executive Officer shall be responsible for practical current management of the Association’s activities.

4.14. Chief Executive Officer shall be elected by General Meeting for 3 (three) years.

4.15. Chief Executive Officer may be reelected for a new term. Early termination of his/her authority may be decided on by General Meeting on the demand of not less than 1/3 members or on the Board’s decision.

4.16. The Association’s Chief Executive Officer shall:

- settle issues of economical and financial activities of the Association;

- be authorized to settle all issues of the Association’s activities outside the sole competence of General Meeting and Board, execute decisions by the Association’s Board;

- act on behalf of the Association without any power of attorney, represent the Association in relations with governmental authorities, institutions, non-profit organizations and enterprises in the Russian Federation and abroad;

- make decisions and issue orders on operational issues in respect of internal activities of the Association;

- issue powers of attorney on behalf of the Association;

- sign financial documents, agreements (contracts), carry out deals on behalf of the Association;

- control activities of branch and representative offices of the Association;

- organize bookkeeping and accounting;

- dispose the Association’s funds within his/her competence and in accordance with its constituent goals and objectives;

- develop and approve a personnel list and wages of the Association’s employees;

- employ and dismiss the Association’s personnel and control its activities;

- inform the authorities in charge for state registration on continuous activities of the Association, provide for data on a real location of its leading authority, its name, and information on the Association’s leaders to be included in Uniform State Register of Legal Entities.

Financial and economical activities of the Association shall be controlled by Auditor who is elected by General Meeting for two years.

4.18. Auditor shall carry out audits of the Association’s financial and economical activities at least once a year.

4.19. Auditor is entitled to demand from authorities of the Association all necessary documents and personal explanations.

4.20. Auditor shall present the results of audits for General Meeting of the Association after discussion of them at the Board’s meeting.

 

5. MEMBERSHIP OF THE ASSOCIATION

5.1. The Association shall be open for new members. Any legal entities that accept the Association’s Charter, are able to contribute to implementation of its goals and objectives, and have paid the admission fee may become members of the Association.

5.2. Admission of a new member shall be considered by the Association’s Board after a written application addressed to Chairperson of the Board. The member shall be considered admitted on the respective decision by the Association’s Board. The right of membership cannot be transferred to a third party.

5.3. A member may leave the Association on a voluntary basis after a written application addressed to Chairperson of the Board. However, the parties shall not be deprived of their obligations that were determined before the application.

5.4. A member may leave the Association on its initiative at the end of a financial year. In this case the member is subsidiary responsible for the Association’s obligations pro rata its contribution for two years from the leaving.

5.5. Special fees to provide for the Association (on a regular and/or single basis), admission and regular annual fees shall not be reimbursed in case of leaving the Association.

5.6. All members shall be subsidiary responsible for the Association’s obligations in amount of their admission fees.

5.7. A member may be excluded from the Association for any of the following reasons: failure to pay the regular fee (or its respective part) for two months after the determined date; failure or ineffective fulfillment of its obligations; obstructing the normal work of the Association.

5.8. A decision on exclusion of a member shall be made by the Association’s Board.

6. RIGHTS AND OBLIGATIONS OF THE ASSOCIATION’S MEMBERS

6.1. The Association’s members are entitled to:

- take part in management in accordance with the Constituent Agreement, Charter and Bylaws;

- provide for proposals for any issues dealing with the Association’s activities, take part in discussions and decision-making;

- receive information on expenditure of financial funds (in foreign currency as well), be high-priority customers of the Association’s services, state their membership on their letterheads and official seals;

- invest in centralized and special funds that are established by the Association to provide for financial and implementation sources for regional programs;

- finance and credit projects and programs approved by the Association on profitable terms and conditions;

- make agreements with joint, merged and other enterprises and market structures established by the Association;

- use in a full scale business and commercial information available in the Association, as well as other services and products of the Association;

6.2. The Association’s members shall:

- follow the legislation, present Charter, Constituent Agreement, and other documents adopted by the Association’s authorities within their competence;

- take into account public opinions and social effects of their activities when implementing the Association’s goals;

- respect concerns of other partners, strictly follow terms and conditions of agreements and contracts, and cover damages;

- make contributions according to standards and amounts stipulated by the present Charter and other agreements between the Association’s members;

- fulfill any other obligations stipulated by the legislation, present Charter, Constituent Agreement and other documents adopted by the Association’s authorities within their competence.

6.3. The Association’s members are entitled to use its services free of charge.

6.4. A member may leave the Association on its initiative at the end of a financial year. In this case the member is subsidiary responsible for the Association’s obligations pro rata its contribution for two years from the leaving.

6.5. A member may be excluded from the Association on the decision of the rest members in accordance with the Association’s constituent documents. The standards of leaving the Association shall be applied in respect of responsibility of the excluded member.

7. REORGANIZATION AND LIQUIDATION

7.1. The Association may be reorganized (merged, jointed, separated, detached, reformed) or liquidated on the decision of General Meeting or for any other reason under the legislation.

7.2. The liquidation shall be carried out by a liquidation commission that is to be elected by General Meeting. Shall the Association be liquidated on the decision of competent authorities, the liquidation commission is to be elected by these authorities. Management of the Association shall be in competence of the liquidation commission form the moment of its election.

7.3. Shall the Association be liquidated, the priority debts to be satisfied shall be its liquid debts provided for by the property of the Association and its members. Standards and amounts of satisfaction are stipulated by the Association’s constituent documents.

7.4. Money earned by sale of the property, as well as financial incomes from satisfaction of creditors’ demands shall be spent on achievement of the Association’s goals in accordance with the present Charter and/or charity