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APPROVED
at the Founders’ Meeting
July 15, 2004

 

Minutes of the Meeting No. 1 


STATUTES
Euroscience Cooperation Centre
ST. PETERSBURG PUBLIC ORGANISATION

St. Petersburg
2004

I. GENERAL PROVISIONS

1.1. St. Petersburg Euroscience Cooperation Centre Public Organisation, hereinafter referred to as SECC, is a membership based public association established on the basis of joint activity aimed at protection of common interests and achievement of the aims stipulated by the Statutes as purposed by the united persons.

SECC is a regional public association and carries out its activity in the territory of   Saint Petersburg.

1.2. SECC carries out its activity according to the Constitution of the Russian Federation, Federal Act of the Russian Federation on public associations, dated May 19, 1995, Civil Code of the Russian Federation, other valid legislation of the Russian Federation and this Statutes.  

1.3. SECC is a legal entity from the day of its state registration, has its separate property, an independent balance, settlement accounts of the bank institutions, has the right to acquire and exercise proprietary and personal non-property rights, bear obligations and be a claimant and a defendant in the court, arbitration tribunal and court of arbitration.

1.4. SECC has a seal with its full name, stamp, letterheads, logos, flags and pendants subject to the state registration according to the procedure established by the legislation.

1.5. Members of SECC shall not be held liable for obligations of SECC, and SECC shall not be held liable for obligations of its members.

1.6. The firm name of SECC – Санкт-Петербургская региональная просветительская общественная организация «Центр содействия Евронауке».

Short name – Санкт-Петербургский центр содействия Евронауке».

Abbreviated name – СПб ЦСЕН.

The name in English – St. Petersburg Euroscience Cooperation Centre Public Organisation.

Abbreviated name in English – SECC.

1.7. Address of a permanent supervising body of SECC: 1 Mendeleevskaya line,               St. Petersburg, 199034, Russia.

II. AIMS AND OBJECTIVES

2.1. The main aims of establishment and operations of SECC are as follows:

2.1.1. social facilitation of development of scientific and scientific-technical conception;

2.1.2. organization of an open dialogue between the Russian and foreign scientists, representatives of business circles, experts of the higher institutes of education and other interested persons in respect of the issues concerning development of science and cooperation in science;

2.1.3. assistance to overcoming dissociation of scientists of the European scientific community; development of international cooperation in science;

2.1.4. integration of the Russian scientists into the European scientific field.

2.1.5. enhancement of a role and authority of science and a status of the Russian scientists;

2.1.6. development of scientific culture, principles of freedom of scientific creativity and independence of researches, advising of general public of achievements of the Russian and European science.

2.2. Objectives of SECC operations include provision of organizational, technical and scientific support to the aims identified in the item 2.1.:

2.2.1. coordination of scientific activity carried out by the interested persons and parties;

2.2.2. provision of assistance to institutions and organizations, which carry out scientific, educational and information activity;

2.2.3. analysis of trends and prospects of development of science and its place within a society, roles of science as an instrument of development of a postindustrial society;

2.2.4. carrying out a dialogue between the SECC members and leading experts in appropriate fields of science aimed at raising extent of responsibility of the scientists for policy maintained in science and engineering area;

2.2.5. facilitation of development of new interdisciplinary research directions;

2.2.6. establishment and development of cooperation with the Russian and European scientific centers and specialized state, Russian and foreign, all-European bodies and departments; and also the Russian and international public organizations;

2.2.7. facilitation of development of scientific, scientific-technical, informational and educational cooperation between the European countries;

2.2.8. performance of other tasks, solution of which may be necessary.

 

2.3. SECC shall carry out the following kinds of activity in order to achieve planned aims and objectives:

 

2.3.1. maintain cooperation with the Russian, international and foreign scientific organizations, arranges for an exchange of the scientists and sharing of scientific information between its members and scientists of other countries;

2.3.2. organize (independently or together with other institutions and organizations, including foreign institutions and organizations) congresses, conferences, seminars, meetings, discussions, including interdisciplinary, and participate in arrangement of similar events by various national and international organizations, delegate its members to participate in those events, assists in delegating of scientists and other interested persons – representatives of the Russian and European science, and employees of the specialized organizations, to participate in the appropriate events;

2.3.3. assist in carrying out scientific activity according to the valid legislation;

2.3.4. organize and conduct researches in various areas of knowledge, including interdisciplinary areas;

2.3.5. look into the activity of the scientific and higher education organizations of the Russian Federation and European countries;

2.3.6. organize (independently or together with other institutions and organizations, including foreign institutions and organizations) research and information centers, laboratories, institutes, museums and expeditions;

2.3.7. build scientific, creative, educational, expert and other groups (collectives) of national and foreign experts in order to achieve the aims and objectives stipulated by the Statutes;

2.3.8. facilitate implementation of scientific developments;

2.3.9. cooperate with the representative and executive authorities in respect of the issues concerning scientific, scientific-technical development and international scientific information exchange;

2.3.10. assist in carrying out work related to selection and use of scientific and expert personnel in various fields of activity;

2.3.11. create and maintain databases of the specialists and experts in various areas of knowledge, provide access to the said databases to the third persons with approval of the specialists and experts according to the legislation of the Russian Federation;

2.3.12. carry out activity in the area of telecommunication and data transfer according to the procedure established by the valid legislation of the Russian Federation;

2.3.13. facilitate promotion of innovational activity in the scientific-technical field by improving productive efficiency and raising competitiveness of the products and services, using of advanced industrial technology, implementing projects and programs of competitive goods and services production, establishing the reference centers in the area of innovational activity;

2.3.14. provide information support in establishing of scientific links, organize an international information exchange;

2.3.15. organize and hold public lectures, exhibitions, conferences and other events for the purpose of propagation and popularization of scientific and scientific-technical achievements, and for the purpose of development of a dialogue between the Russian and European scientists in respect of activity of SECC;

2.3.16. arrange contests and exhibit its work at the contests;

2.3.17. review ethical standards of operation of a scientific community and ethical rules of conduct for members of the scientific community;

2.3.18. facilitate defense and protection of intellectual property rights;

2.3.19. develops and realize scientific interdisciplinary programs devoted to the significance of scientists in sustainable development of the modern world community;

2.3.20. provide assistance in improvement of an educational process by organizing exchange of experience between the Russian and European universities, other organizations, and in development of new methods of teaching in the higher educational institutions;

2.3.21. establish non-governmental educational institutions;

2.3.22. facilitate development, functioning and updating of scientific libraries with the Russian and foreign literature; including electronic publications and databases;

2.3.23. appoint candidates for award of prizes and scientific awards for discoveries and public work performed independently or together with other organizations and institutions, including foreign organizations and institutions;

2.3.24. receive voluntary charitable contributions in cash in a national and foreign currency, and in form of tangible assets and property from the Russian, foreign and international organizations, funds and non-governmental organizations and natural persons;

2.3.25. provide assistance to persons, public and private organizations, scientific and educational institutions in their activity, which corresponds to the aims and objectives of the organization.

 

2.4. Carry out the activity, which only may be carried out in accordance with a special permission (license), after receipt thereof only.

 

2.5. Carry out the activity stipulated by the Statutes, obtaining accreditation with the state accreditation authorities and other accreditation bodies, if necessary.

 

2.6. In order to implement the aims and objectives stipulated by the Statutes SECC has the right to: 

 

2.6.1. distribute information in respect of its activity in a free and unobstructed manner;

2.6.2. hold meetings;

2.6.3. establish mass media and carry out publishing activity;

2.6.4. participate in a decision-making procedure carried out by the public and local authorities in respect of the main kinds of the activity stipulated by the Statutes according to the procedure and to the extent as provided for by the valid legislation of the Russian Federation;

2.6.5. launch initiatives related to various issues on public life, make suggestions to the public authorities;

2.6.6. represent and protect its rights, legitimate interests of its members and participants, and other persons in the public authorities, local authorities and public associations;

2.6.7. exercise all powers provided for by the laws on public associations;

2.6.8. use other rights provided for by the laws on public associations.

 

III. FOUNDERS, MEMBERS AND PARTICIPANTS OF SECC

 

3.1. Founders of SECC are the natural persons, who have convened the General Meeting, which has approved the Statutes of SECC, and formed its managing and Auditing bodies.

3.2. Founders of SECC automatically become its members, accruing appropriate rights and obligations.

3.3. Members of SECC can be natural persons, foreign nationals and persons destitute of nationality, aged 18 years old and legal entities – public associations, whose interest in a joint achievement of the objectives of that association in accordance with the provisions of its Statutes shall be confirmed based on appropriate individual applications, participating in its activity, paying entrance fees and membership contributions.

 

3.4. Admission of new members of SECC shall be carried out by decision of the Coordination Council of SECC made by a simple majority of votes based on a written application of a candidate upon the recommendation of two SECC members.

 

3.5. Members of SECC have the right:

–        to elect and be elected to the managing and Auditing bodies of SECC;

–    to monitor operations of the managing bodies of SECC;

–    to use resources of SECC;

–    to accrue a preferential right to receive moral, organizational, methodical and other support from SECC;

–    to use the SECC property in accordance with established procedure;

–    to participate in the events arranged by SECC;

–    to submit suggestions in respect of any issues of SECC activity for consideration of the managing bodies of SECC, participate in discussion of these issues at the meetings;

–    to withdraw from SECC based on an application in a free and unhindered manner.

 

3.6. Members of SECC must:

 

–    actively promote achievement of the aims and objectives of SECC;

–    observe the provisions of the Statutes of SECC and adhere to decisions of the SECC managing bodies;

–    promptly pay entrance fee and membership contributions;

–    participate in the events arranged by SECC;

–    not allow any acts, which may cause damage to other members or SECC as a whole.

 

3.7. The member of SECC may voluntary withdraw from SECC at any time based on an application with a notice of such withdrawal given to the Coordination Council.

3.8. The member of SECC can be expelled therefrom in case of gross violation of the provisions and requirements of the Statutes. The decision on expulsion shall be made by the Conference of SECC by a qualified (2/3 of votes) majority of votes as advised by the Coordination Council.

 
IV. BUSINESS ACTIVITY

 

4.1. SECC may engage in the business activity only to the extent that it serves for the achievement of the aims stipulated by the Statutes, which form the basis of its establishment, and corresponds to these aims. Business activity shall be carried out in accordance with the valid legislation of the Russian Federation.

4.2. SECC may establish economic partnerships, companies and other economic organizations intended for carrying out business activity. Revenues from the business activity of SECC cannot be allotted among the participants of SECC and shall only be used for achievement of the aims stipulated by the Statutes.

4.4. SECC shall make contributions into the budget according to the procedure and in the amount determined by the valid legislation. Accounting and statistical reporting of SECC shall be maintained in accordance with the procedure established by the valid legislation.

 

V. PROPERTY AND FUNDS

 

5.1. SECC may own land plots, buildings, structures, housing resources, transport, equipment, inventory, property of cultural and educational as well as health-improving designation, funds, shares, other securities and other property required for material provision of its activity stipulated by the Statutes of SECC.

Ownership of SECC may also include institutions, publishing houses, mass media established and acquired using the funds of SECC according to the aims identified in its Statutes.

The property formed by means of contributions of the SECC members, and the property produced and acquired by SECC during its activity shall belong to SECC. No individual member of SECC has a proprietary right to a share of the SECC property.

5.2. Funds and property of SECC are formed of:

 

–    entrance fees and membership contributions;

–    voluntary contributions and donations of the Russian and foreign citizens and legal entities;

–    proceeds from reading lectures, holding exhibitions, lotteries, auctions and other events in accordance with the Statutes;

–    revenues from own business activity provided for by the Statutes of SECC;

–    revenues from civil transactions;

–    foreign-economic activity;

–    other sources, which do not contradict to the valid legislation.

 

5.3. Funds of SECC shall be spent in accordance with an estimate approved by the Coordination Council, and allocated to achieve the aims and objectives stipulated by the Statutes.

 
VI. MANAGING AND SUPERVISING BODIES

 

6.1. The Conference shall be the superior managing body (higher managerial authority) of SECC.

6.2. The Conference shall be authorized to decide the issues drawn to its attention in the presence of 1/2 of the elected delegates of the Conference.

6.3. The procedure of elections of the Conference delegates shall be approved by the founders of SECC at a time of establishment of SECC, and further – pursuant to the decision of the Coordination Council.

6.4. Resolutions of the Conference on issues, which do not come within an exclusive jurisdiction of the Conference, shall be passed by a simple majority of votes of all present at a meeting voting by show, and on issues, which come within an exclusive jurisdiction of the Conference, shall be passed by a qualified majority of votes of two thirds (2/3) of all present at a meeting voting by show, unless otherwise is stipulated by the Statutes of SECC.

6.5. The Conference shall be convened at least once a year.

6.6. Extraordinary Conferences may be convened on request of the President or pursuant to the decision of the Auditing Commission, and also on a written request of at least 3/4 of th SECC members.

6.7. Extraordinary Conference may be convened within 2 months following receipt of an appropriate request by the Coordination Council.

 

6.8. The following actions come within the exclusive jurisdiction of the Conference:

 

– approval of the Statutes of SECC, incorporation of relevant changes and amendments;

– election of the President and members of the Coordination Council and early termination of their authorities;

– approval of annual reports and annual balance sheets of SECC;

– election of the Chairman and members of the Auditing Commission;

– determination of amounts and terms of paying entrance fees and membership contributions;

– identification of high priority areas of activity, principles of formation and use of the SECC property;

– passing of a resolution on reorganization and winding up of SECC.

 

6.9. Resolutions on the following issues shall be passed by the Conference by a ballot voting:

– election of the President and members of the Coordination Council and early termination of their authorities;

– election of the Chairman and members of the Auditing Commission.

 

6.10. Permanent supervising body (permanent collegial managing body) of SECC is the Coordination Council directly reporting to the Conference.

6.11. The Coordination Council is elected from among the members of the SECC Conference for a 2-year term. The number of members of the Coordination Council should be odd and shall be no less than 3 person. The number of members of the Coordination Council shall be determined by the Conference.

6.12. The Coordination Council shall be authorized to pass resolutions, if a presence of more than a half of its members ensured. Resolutions are passed by a simple majority of votes.

The President shall be a head of the Coordination Council. In case of his/her absence the powers of the President shall be delegated to a Vice-president. In case of equality of votes the vote of a person heading the Coordination Council shall be deciding.

 

6.13. The Coordination Council shall:

–    carry out management of SECC, be liable for results of its activity and observation of the requirements of the Statutes;

–    dispose of the property and funds of SECC on behalf of SECC;

–    approve an estimate of expenditure of SECC and make appropriate changes;

–    pass resolutions on establishment of affiliates, branches, representative offices and business partnerships, companies and other economic organizations, approve provisions of affiliates, branches and representative offices, and Statutes of the companies;

–    prepare and submit to the Conference an annual report and a balance sheet of SECC;

–    perform out other functions related to organization of SECC activity, whih do not come within jurisdiction of the Conferences.

 

6.14. The President shall be the sole executive body of SECC.

6.15. The President shall carry out a day-to-day management of SECC activity and directly report to the Conference.

6.16. The President is elected by the Conference for a 2-year term.

 

6.17. The President shall:

–    act on behalf of SECC without a power of attorney;

–    have the right of a first signature for all documents of a company;

–    develop and approve  manning table of the executive body;

–    enter on behalf of SECC into the contracts, make transactions and other legal acts in the interests of SECC;

–    issue the powers of attorney;

–    open settlement and other accounts with the banks;

–    issue within the limits of his/her jurisdiction any orders and give instructions obligatory for all officers of the executive body.

 

6.18. The President shall use the right to hire and dismiss the officers of the executive body of SECC.

6.19. In case of absence of the President or on his/her behalf the powers of the President shall be delegated to the Vice-president, and in case of absence of the latter – to other person from among the members of the Coordination Council appointed by the President.

6.20. The Vice-president shall be appointed by the Coordination Council under the President’s recommendation from among the members of the Coordination Council.

6.21. The resolution on appointment or termination of the authorities of the Vice-president shall be passed by a simple majority of votes of the members of the Coordination Council.

6.22. The Vice-president shall be appointed at a first session of the on the Coordination Council following a regular (extraordinary) election of the members of the Coordination Council.

6.23. Powers of the Vice-president shall terminate upon termination of the powers of the Coordination Council, which has appointed the Vice-president.

 

6.24. The President has the right to appoint a Director and transfer part of his/her powers to such Director in accordance with a power of attorney.

6.25. The executive body of SECC shall be formed of all persons participating in activity thereof in accordance with a contract or other kind of the employment agreement. Labor Code of the Russian Federation and law on social insurance of the Russian Federation shall apply to the employees of the executive body of SECC working for hire. The executive body of SECC shall ensure day-to-day operations of SECC, and also perform other functions assigned by the President and the Coordination Council.

 

6.26. Te Auditing Commission shall carry out monitoring of financial and economic activity of SECC. Membership of the Auditing Commission should be odd and shall be no less than 3 persons.

6.27. The Auditing Commission must audit the financial and economic activity of SECC at least once a year, and extraordinary audits – on request of the Coordination Council, either on behalf of the Conference or on the initiative of the Auditing Commission. The extraordinary audit of the financial and economic activity of SECC may be conducted at a written request of no less than 3/4 of all SECC members.

6.28. The Auditing Commission shall make conclusions based on the annual reports and balance sheets.

6.29. In order to check and confirm the accuracy of the annual financial statements of SECC the Auditing Commission has the right to involve on an annual basis a professional auditor not bound by any proprietary interests with SECC or its members (external audit). Selection of a certain auditor, determination of the terms and procedure of the audit shall be made at the President’s suggestion approved by the Coordination Council.

 
VII. INTERNATIONAL RELATIONS

 

7.1. According to the Statutes SECC may accede to the international public associations, accrue the rights and accept obligations corresponding to the status of these international public associations, maintain direct international contacts and relations, enter into agreements with foreign noncommercial non-governmental associations.

7.2. SECC shall take a status of an international organization, if at least one of its organization department – organization, branch or affiliate and representative office – is established and carries out its activity in any foreign country.

7.3. SECC shall carry out foreign-economic activity in accordance with the kinds of activity stipulated by the Statutes. 

 

 

 

VIII. TERMS OF REORGANIZATION AND WINDING UP

 

8.1. Activity of SECC shall be discontinued in case of its reorganization or winding up.

8.2. Reorganization or winding up of SECC shall take place pursuant to the resolution of the Conference or by the court in cases provided for by the valid legislation.

8.3. SECC may be wound up by the court.

Winding up of SECC by the court shall represent a prohibition of its activity regardless of the fact of its state registration.

8.4. In case of reorganization or winding up of SECC the dismissed employees are entitled to a guaranteed observance of their rights and interests in accordance with the legislation of the Russian Federation.

8.5. In case of winding up of SECC the property of SECC after satisfaction of the creditors’ claims shall be used for achievement of the aims stipulated by the Statutes of SECC.

 
XI. OTHER PROVISIONS

 

9.1. Changes and amendments to the Statutes not contradicting to the legislation of the Russian Federation may be incorporated pursuant to the resolution of the Conference passed by a majority of 2/3 of the votes of its delegates. Changes shall become legally valid upon the state registration.

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