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Articles of a non-profit organization “Distributor and Dealer Association “BCP” CJSC”

1. General provisions

1.1. Non-profit organization "Distributor and Dealer Association "Barnaul Cartridge Plant" CJSC"(hereinafter referred to as Association) was established in compliance with the provisions of the Civil Code of Russian Federation and Federal Law d/d 12.01.1996 #7 - FL "Non-Profit Organizations". The full name is non-profit organization "Distributor and Dealer Association "Barnaul Cartridge Plant" CJSC"; the short name is "Distributor and Dealer Club "BCP"CJSC".

1.2. Association is the judicial person, which has its own separate property and independent balance, bank and other accounts in credit establishments, as well as foreign currency, a stamp, forms and other requisites. Association has the right to conclude a contract in its own name, purchase property and non-property rights, incur the obligation, be a demanding and defendant before the court. The members of Association preserve independence and rights of legal person.

1.3. Association is not liable for its members. Members of Association are held vicariously liable for its liabilities in the amount of their contributions.

1.4. Association has the right to launch representation office in Russian Federation as well as abroad. Business units and representation offices, which are not the judicial persons, act on the basis of provisions confirmed by Association.

1.5. For the present articles the terms "Dealer" and "Distributor" are used. Dealer of "BCP" CJSC is the company, which sales the production of "BCP" CJSC on the market of a specific country. Distributor of "BCP"CJSC is the company, which sales the production of "BCP" CJSC on the several international markets. Association has the right to establish business entities and participate in such entities.

1.6. Postal address of Association: 28, Kulagina Str, Barnaul, 656002, Altai Region, Russian Federation. tel/fax +7(385-2)75-25-24; 77-18-70.

2. Goals, Objectives and Activities of Association

2.1. The objective of foundation of Association is the coordination of business cooperation of its members for promotion system improvement of "BCP"CJSC production on the regional, CIS and other foreign markets.

2.2. Objectives of the Association are:

2.2.1. Business cooperation with long standing major partners

2.2.2. Feedback with the regional customers concerning the assortment and price policy, quality etc.

2.2.3. Control and regulation of realization in regions

2.2.4. Advertising, information and analytical activities

2. 2. 5. Convenient and profitable realization of the production for all members of the market

2.3. Object of Association activity is:

2.3.1. Rights protection of the members of Association

2.3.2. Representation of interests of members of Association concerning the relations with third parties

2.3.3. Accumulation of work experience of the members and creation of data base

2.3.4. Organization and holding of business meetings, seminars, conferences, exhibitions etc.

2.3.5. Cooperation with similar organizations and communities in Russia and abroad, participation in domestic and international exhibitions, seminars and conferences

2.3.6. Assistance to the governmental authorities in the development of projects of enactments in accordance to the activity of the members of the Association (preparation and submission of proposal)

2.3.7. Development, organization and financing of special-purpose programs and events in the sphere of "BCP" production promotion

2.3.8. Rendering of information and advertising services

2.3.9. Other activities, which correspond the aims and tasks of the Association and active legislation

3. Property and Finance of Association 
 

3.1. Property and finance of Association are the material values and finance resources, which belong to the balance and are the property of Association.

3.2. The sources of property and finance foundation are:

  • admission, monthly and special - purpose contribution of the members
  • voluntary cash contribution (in RUR and foreign currency)
  • Benefactions and supplies of individuals, enterprises and organizations of Russia and of foreign individuals and organizations
  • finances from the realization of special-purpose events
  • long- and short-term credits
  • other incomes, which are allowed by the law

3.3. Finances mentioned in art. 3.2. are drawn on the achievement of goals and tasks, stated in the Articles and are not distributed among the members of Association.

3.4. Association has accountant and statistical reporting, stated by the law.

3.5. Association keeps the following documentation at its location:

  • Articles of Association, changes and additions
  • minutes of meetings of the members
  • Registration documents
  • documents which certificate the property rights
  • internal documents
  • provisions about business units and representation offices
  • other documents, stated by the Federal Laws and other legislative acts of  RF, by Articles of Association , internal documents, decisions of General Meetings and executive body of Association
  • documents listed in art. 3.5. of the present Articles should be easy of access for the members of Association.
 

    4. General Assembly

4.1. Association Supreme Government Authority is the General Assembly of members of Association

4.2. The competence of General Assembly includes:

4.2.1. Determination of activity lines of Association, principles of forming and using of its property

4.2.2. Introduction of changes and additions in the Articles of Association and confirmation of Articles of revised version

4.2.3. Election of members of Board of Directors and early termination of powers

4.2.4. Decision on the entrance of new members of Association

4.2.4.1. If the candidate is the company in the region where there is already an official dealer of "BCP"CJSC and a member of Association, then the decision is made in accordance to the art. 5.2.9.

4.2.5. Decision on the exception from Association

4.2.6. Decision on reorganization and liquidation of Association

4.2.7. Decision on the amount of admission and membership fee and on terms of payment

4.2.8. Confirmation of annual reports and accounting reports

4.2.9. Establishment of business units and representation offices

4.2.10. Decision on participation of Association as a member or a founder of business entities and non-profit organizations

4.2.11. Other questions, not referred to the present Articles

4.3. General Assembly is held not less than once a year.

4.4. Government informs the members about the date and place of General Assembly in the written form, including the agenda, not later than 30 days before the event.

4.5.   Every member has the right to put the questions into the agenda and propose a candidate for Government. The proposal should be sent in terms not less than 10 days before the Assembly.

4.6. Unscheduled General Assembly is held by the decision of the Government or by the requirement of at least half members of Association not later than 30 days from the date of the decision or the date the requirement is got by the Government.

4.7. General Assembly has the right to make decisions if more than half of members of Association take part in it.

4.8. If there is no quorum the assembly is held by the Government with the same agenda.

4.9. Every member of Association has one vote.

4.10. The decisions on the questions in art. 4.2.4; 4.2.5; 4.2.7.-4.2.11 of the present Articles are made by the voice majority of the members, who take part in the General Assembly.

4.11. The decisions on the questions in art. 4.2.1- 4.2.3; 4.2.6. of the present Articles are made by the three quarter of the members, who take part in the General Assembly.

4.12. Secret ballot procedure can be used for all or a set of questions of agenda by the voice majority of the members, who take part in the General Assembly. 

In these case members vote in written form. President and Secretary of General Assembly count votes. 

4.13. Preliminary decision of members of Association about General Assembly competence in order to find out their opinions can be accepted by preliminary absent voting (contingent valuation method). 

For preliminary absent voting Board of Directors send documents to members which the decision should be accepted on, and voting bulletins with an indication of time filled bulletins should be presented.  

Sending of bulletins and documents are able by telegraph, teletype and fax. 

4.14. Members decision accepted by General Assembly, particularly by absent voting, is finalized as protocol, signed by President and Secretary of General Assembly. 

5. Board of Directors 

5.1. Association Board of Directors administers Association activity, excluding questions of General Assembly competence. 

5.2. The competence of Board of Directors includes:

5.2.1. Confirmation of plans, programs and affairs according to accepted by General Assembly decisions and areas of business, control over its execution

5.2.2. Coordination of Association activity according to objectives and accepted by General Assembly decisions

5.2.3. Definition and concentration amount of purpose fee, payment order and terms with members

5.2.4. Presentation of reports about Association activity, financial reports to General Assembly

5.2.5. Review of members questions

5.2.6. Review of third party questions

5.2.7. Proposal development in partnership, systematization of members' proposals

5.2.8. Preparing and assembling of General Assembly

5.2.9. Acceptance of decision about entry in Association of more than one dealer from the same region 

5.3. Quantitative composition of Board of Directors - President and four Members of Board of Directors. 

5.4. President and members of Board of Directors are elected by General Assembly for the period up to the next General Assembly and can be re-elected indefinite times. 

5.5. Board of Directors accepts decisions by the voice majority of the members. In case of equality of votes President Vote is decisive. 

5.6. The decision of Board of Directors can be accepted by absent voting (contingent valuation method). In these case Presidents sends documents to members of Board of Directors which the decision should be accepted on, and voting bulletins.  

Sending of bulletins and documents are able by telegraph, teletype and fax. 

5.7. The decision of Board ob Directors accepted by compresence and absent voting is finalized as protocol, signed by President. 

5.8. President of Board of Directors is President of Association. 

6. President 

6.1. President administers current activity of Association, organizes executing of decisions of General Assembly and Board of Directors. 

6.2. President:

6.2.1. Acts in the name of Association with no power of attorney

6.2.2. Represents  Association interests in relations with third parties

6.2.3. Manages the property and finance of Association according to the business areas defined by the Articles and General Assembly and plans, programs, and affairs accepted by Board of Directors. Opens accounts in credit institutions

6.2.4. Negotiates contracts, gives power of attorney

6.2.5. Confirms staffing list of Association, negotiates changes and cancels employment agreement

6.2.6. Makes an order and gives directions that are necessary for the staff of Association 

7. Members of Association 

7.1. Member of Association is a company - commercial partner of "Barnaul Cartridge Plant" CJSC, which actively works on Russian region market, the CIS and other foreign markets, sells and promotes "BCP" CJSC cartridges, herewith:

  • cooperating with "BCP" CJSC not less then 3 years
  • having optimal region annual sales, but not less than 1 million rubles
  • complying with contractual obligations and terms of payment, having no debts prior to "BCP" CJSC
  • developing sales network and increasing number of clients through base region dealer
 

In some cases, upon recommendation of Board of Directors, company, not requested on these characteristics, may become a member if it is perspective for definite region market work. 

7.2. Rights of members of Association:

7.2.1. Participate in Managing of Association

7.2.2. Get discount purchasing goods cost according to the contract for one year between "BCP" CJSC and Board of Directors of Association

7.2.3. Use individual easy terms of delivery and payment

7.2.4. Use priority in purchasing behind other customers in case of limited amount of ordered calibers for the exact time

7.2.5. Get the production by transport of "BCP" CJSC with guidance of EPD DIA of Altay region (on member request)

7.2.6. Use advertisement, informational and image assistance of "BCP" CJSC and Association

7.2.7. Get necessary information about Association activity

7.2.8. Get information about finance consumption.

7.2.9. Use services of Association

7.2.10. Mention belonging to Association on company's blanks and stamp

7.2.11. Participate on an agreed basis in mutual matters, in matters of other organizations and market structures founded by Association

7.2.12. Leave the Association without additional agreement of other members by filing the application to the Board of Association. In this case the member of Association incurs subsidiary liability proportionally to the contribution made during the next 2 years from the date of its leaving

7.3. Obligations of members of Association:

7.3.1. Comply with the active laws, present Articles and other acts, confirmed by the Board of Directors within the applicable authority

7.3.2. Pay contributions regularly

7.3.3. Make contributions into centralized and special-purpose funds, formed by Association as sources of finance and for realization of special-purpose events

7.3.4. Take part in the work of General Assemblies

7.3.5. Execute decisions of General Assembly and Board of Directors

7.3.6. Help in realization of goals and tasks, stated by the Articles

7.3.7. Provide the Board of Directors with the reports about the work made in the form of summary, explanation etc. quarterly

7.3.8. Respect the interests of other partners and follow the condition of the contract and agreements, indemnify against damage

7.3.9. Purchase and offer all the range of sporting and hunting cartridges of "BCP" CJSC for sale, allowed for handle by the active laws of the member's country. Do not purchase from other Russian manufacturers cartridges similar to those produced by "BCP" CJSC in caliber, quality and price

7.3.10. Promote production of "BCP" CJSC in his region by means of advertising, representation on specialized exhibitions, getting of requests from other companies of the region and other trendy arrangements. "BCP" CJSC provides members of Association with the advertizing materials for participation in local exhibitions

7.4. Admission and expulsion procedure 

7.4.1. Admission is on the base of written candidate application, addressed to the Board of Directors, handed in at the location of Association executive agency
Application must contain confirmation that candidate is acquainted with Articles and is obliged to comply with it. 

7.4.2. Candidate becomes a member of Association after reasonable decision and entry fee paid according to article 4.2.4; 4.2.; 4.1; 5.2.9 of Articles. 

7.4.3. Expulsion occurs in the following cases: 

  • If a member doesn't match criteria according to the annual results, mentioned in article 7.1 of Articles of Association
  • If a member of Association doesn't comply with Articles of Association
  • If a member of Association with his activity or inactivity hinder getting goals and objectives and accomplishment of the measures
  • If a company-member of Association in the name of its authorized representative doesn't take part in General Assembly two times running.
 

7.4.4. Board of Directors, President, and any member of Association may initiate expulsion. 

7.4.5. In case of willing secession or expulsion entry, monthly and purpose fees are not to be returned. 
 

8. Introduction of Changes and Additions into the Foundation Documents of Association  
 

8.1. Changes and additions to the Articles of Association or confirmation of its new version are made by the decision of General Assembly according to art. 4.2.2. and 4.11 of the present Articles.

8.2. Changes and additions to the Foundation Agreement of Association are made by the decision of General Assembly according to art. 4.2.4. and 4.10 of the present Articles. 
 
 

9. Reorganization and liquidation  

9.1. Association can be reorganized (by means of joining, division, detachment and transformation) or liquidized by the decision of General Assembly of Association and by decision of court.

9.2. Liquidation is made by liquidation commission elected by General Assembly constituted by the member of Association and if necessary by representatives of independent audit organization. In case of liquidation of Association by decision of appropriate authorities - commission, elected by the authorities. 

Liquidation commission has the right to handle the matters of Association from the date of its election

Board of Directors terminates its activities. 

9.3. Liquidation commission:

  • terminates daily matters of Association
  • represents Association in the court
  • places the information about liquidation of Association and terms of specifying requirement by the creditors in print media
  • takes measures for getting of notes payable and satisfaction of accounts payable
  • makes liquidation balance-sheet
 

9.4. Liquidation balance is confirmed by General Assembly of members of Association.

9.5. Upon the liquidation liquid debts, formed by Association property are to be paid.

9.6. Funds, got after sales of property and financial income are aimed to interests on basis of which the Association is founded according to the present Articles or to charitable purposes after satisfaction of creditors' requirements.
 

Concluding Provisions 

10.1. Every member of Association has the right to raise a question about the changes of the present Articles.

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