APPROVED:
by resolution of the founders’ meeting
(minutes from 12 July 2001),
AMENDED:
by resolution of the Center Council
(minutes №6 from 7 October 2004),
by resolution of the Center Council
(minutes №2 from 17 July 2006),
by resolution of the Center Council
(minutes №8 from 25 September 2008)
by resolution №2012-03/08 of the Center Council
(minutes №2012-03 from 13 March 2012)

 

ARTICLES OF ASSOCIATION

OF THE AUTONOMOUS NON-PROFIT ORGANIZATION
“COORDINATION CENTER FOR TLD RU”

Russian Federation, Moscow, 2012

1. General provisions

1.1. The autonomous non-commercial organization “Coordination Center for TLD RU” (hereinafter referred to as “the Center”), shall be a non-profit organization without membership founded on basis of voluntary asset contributions and pursuing socially useful objectives.
1.2. The founders of the Center shall be:

The State Public Association “Russian Association for Networks and Services” – Tverskaya Str. 7, 125375 Moscow;
“Internet Providers Union” (non-commercial organization) – Tverskaya Str. 34 Bld. 2, 113095 Moscow;
The regional public organization “Internet Technologies Center” – B. Ordynka Str. 41, 109017 Moscow;
The autonomous non-profit organization “Russian Institute for Public Networks” (non-profit organization) – Akademika Kurchatova Pl. 1, 123182 Moscow.

1.3. The name of the Center in the Russian language:

full – Автономная некоммерческая организация «Координационный центр национального домена сети Интернет»;
abbreviated – АНО «Координационный центр национального домена сети Интернет» or Координационный центр национального домена RU or КЦ домена RU.
The name of the Center in the English language: Coordination Center for TLD RU or CC for TLD RU.

1.4. The Center shall be created without limitation of its activity term.
1.5. Location of the Center: 123242, Russian Federation, Moscow, Zoologicheskaya str., 8.
The location of the Center shall be the place of activity of the executive body of the Center and safekeeping of the Centre documentation.

2. Legal status of the Center

2.1. The Center shall be a legal person from the moment of its state registration, shall be in ownership of segregated property and shall be liable for its obligations to the extent of the said property, shall be able to acquire and exercise property and personal noon-property right in its name, bear liabilities, be the claimant and the defendant before the bodies of justice.  
2.2. The Center shall have its own balance sheet, settlement and other accounts in banking institutions, the stationery, seals and stamps bearing its name in the Russian language.
2.3. The assets assigned to the Center by its founders or acquired by it in the course of its activity shall be in ownership of the Center if the law or the corresponding contract shall not stipulate otherwise. The Center shall, in accordance with the current legislation, possess, use and manage the assets in its ownership. The founders of the Center shall not retain ownership rights in the property assigned by them to the ownership of the Center. The founders shall not be held liable for obligations of the Center, and the Center shall not be held liable for obligations of its founders. The founders may use services of the Center only on conditions equal to other persons.
2.4. The founders shall perform supervision of the Center activity subject to the procedure stipulated herein.
2.5. The Center shall have the right to create branch and representative offices on the territory of the Russian Federation and abroad. Ion case of creation of a branch or representative office, the present Articles of Association shall be accordingly amended.
2.6. The Center may, on a voluntary basis, join unions and associations subject to the procedure stipulated by the current legislation.
2.7. The Center may participate in the activity of international, public and organizations and cooperate with them in other form.
2.8. The Center shall plan its activity on an independent basis, engage Russian and foreign specialists, independently determine forms, systems, amounts and types of their work payment.
2.9. The Center may perform other activities stipulated by the current legislation.

3. Objectives, subject and field of activity of the Center

3.1. The Center shall perform activities and provide services aimed at organization of domain names system operation, having as its primary objective the expansion of use of the global network Internet in the Russian Federation and in the interest of the Russian and worldwide Internet community.
3.2. The Objective of the Centre activity shall be the achievement of goals specified herein.
3.3. For achievement of the goals specified herein the Center shall provide, subject to the procedure stipulated by the current legislation:

(1) support of compliance of the Russian national global network Internet domain with the international standards;
(2) quality and availability of domain names registration services;
(3) reliability of domain names registration and support system;
(4) competition development in the area of domain names registration while maintaining market stability;
(5) development of alternative settlement methods for disputes connected with domain names registration;
(6) development of the Internet community self-regulation bodies.

3.4. For achievement of its goals, the Center shall:

(1) develop the technological scheme of domain names registration and support in the Russian national Internet domain;
(2) determine the rules of domain names registration in the Russian national Internet domain;
(3) sign contracts with organizations for performance of works and provision of services necessary for ensuring of the Russian national Internet domain operation;
(4) be the ordering customer for scientific RD&T works necessary for achievement of the Center goals;
(5) participate in organizations pursuing the goals corresponding to the tasks and objectives of the Center;
(6) perform publishing activities, organization of scientific and technical conferences and other events conducive to achievement of the Center objectives;
(7) participate in foundation and activity of self-regulation bodies of the Russian and worldwide Internet community;
(8) participate in works of the core international non-governmental organizations.

3.5. The Center also may provide methodological, consulting and other services, perform scientific RD&T works connected with the subject of its activity.
3.6. The activity of the Center shall not create unsubstantiated advantages for separate market participants.

4. Entrepreneurial activity and assets of the Center

4.1. In addition to the activities directly aimed at achievement of the objectives specified herein, the Center may perform current activities necessary for ensuring of its operation or conditioned by economic appropriateness. Such activities include, in particular:

(1) acquirement and sale of property and personal non-property rights;
(2) acquirement and sale of securities, placement of free monetary funds as deposits atc.;
(3) utilization of bank and commercial loans;
(4) generation of income from use of the Center assets.

4.2. The sources of formation of the Center assets shall be:

(1) monetary funds and other assets assigned to the Center by its founders;
(2) funds received by the Center subject to contracts signed for achievement of the Center goals and objectives;
(3) voluntary asset contributions and donations;
(4) funds obtained from sale of goods (works, services);
(5) dividends (income, interest) received from shares, bonds, other securities and deposits;
(6) income from the Center assets;
(7) other sources not in conflict with the current legislation and the Center Articles of Association.

4.3. The profit of the Center (excess of income over expenditure) shall not be subject to distribution between the founders or employees of the Center and shall be utilized for achievement of the Center objectives.

5. Accounting and reporting. Audit. Inspection commission

5.1. The Center shall manage bookkeeping accounting, submit bookkeeping and statistical reporting statements subject to the established procedure.
5.2. The financial year of the Center shall coincide with the calendar year.
5.3. The reliability of the annual bookkeeping reporting statements of the Center shall be confirmed by an independent audit organization.
5.4. The Center shall annually submit to the founders and publish the general bookkeeping accounting data and the final section of the audit organization conclusion.
5.5. For execution of control over the financial and economic activity of the Centre, the meeting of the Council being the first in the calendar year shall elect the inspection commission and appoint its chairman, or appoint the sole Inspector. The members of the inspection commission (the Inspector) may not be employees of the Center at the same time.
5.6. The control (inspection) the financial and economic activity of the Centre shall be performed following the annual results of activity and at any time by resolution of the Council or by request of two thirds of the total quantity of the accredited registrars. By request of the inspection commission (the Inspector), the Director shall be obliged to present documents concerning the financial and economic activity.
5.7. Following the control results the inspection commission of the Center shall make a conclusion submitting it to the Council.
5.8. By resolution of the Council, the expenses incurred by the members of the inspection commission (the Inspector) while performing of their duties may be remunerated to them for the period of the said duties fulfillment.

6. Administrative bodies and structure of the Center

6.1. The Council

6.1.1. The supreme administrative body of the Center shall be the collective management body – the Council.
6.1.2. The initial composition of the Council shall be approved by the Center founders and further renovated based on the principle that the term of powers of each Council member may not exceed three years. The renovation of the member composition of the Council shall amount to one third of the Council members annually. The procedure of the Council formation shall be approved by the Council.
6.1.3. The Council shall also include the authorized representative of the Communications Administration of the Russian Federation.
6.1.4. The members of the Council shall personally participate in its work.
6.1.5. The members of the Council may not be employees of the Center or persons being in the state civil service (with the exception of the authorized representative of the Communications Administration of the Russian Federation).
6.1.6. The meetings of the Center shall be held minimum once in three months. The extraordinary meetings may be convened by motion of the Council members or the Center director,
6.1.7. The activity of the Council shall be managed by its Chairman elected from among the Council members for the term on one calendar year.
6.1.8. The Chairman shall organize the meetings of the Council and control execution of resolutions passed by the Council. By commission of the Chairman the preparation of the Council meetings, keeping of minutes thereof, and other functions concerning the Council activities support shall be performed by the Secretary of the Council being a staff employee of the Center.
6.1.9. The agenda project for a Council meeting shall be formed on basis of the Council members’ and the Director’s suggestions. The agenda project with enclosure of the supposed resolutions projects shall be submitted to the Council members not later than 10 days prior to the meeting.
6.1.10. A meeting of the Council shall be regarded as duly qualified when more than one half of the Council members are present at the Meeting. The Center Director and his/her deputies shall be present in the Council meetings without voting rights.
6.1.11. A resolution of the Council shall be regarded as adopted if the majority of the Council members present at the Meeting voted in favor thereof, if the present Articles of Association shall not stipulate otherwise. The Council resolutions shall be mandatory for the Director and other bodies of the Center.
6.1.12. The resolution of the Council concerning the issues not included in the agenda project, may be adopted only after entering of the additional issue to the agenda with a majority of minimum two thirds of the Council members present at the meeting. In other cases, the resolutions on procedural issues shall be adopted by simple majority of votes of the Council members present at the meeting.
6.1.13. The field of the Council competence shall include the following issues:

(1) reorganization and winding-up of the Center;
(2) modification and amendment of the present Articles of Association;
(3) the procedure of the Council composition formation;
(4) appointment of the Director and premature termination of his/her powers;
(5) determination of the priority activity fields of the Center and principles of formation and utilization of its assets;
(6) approval of regulatory documents on issues applying to the subject of the Center activity;
(7)  approval of the Center budget (financial plan) and modification thereof;
(8) approval of the annual report, including the report of the Center budget (financial plan) execution;
(9) approval of the Director’s resolutions concerning  the appointment of his/her deputies and the chief accountant;
(10) appointment of the Center auditor, and the election of the inspection commission and appointment of its chairman, or appointment of the Inspector.
(11) creation of branch and representative offices of the Center;
(12) adoption of resolutions concerning participation in other organizations.

6.1.14. The resolutions on clauses (1), (2), (4) and (5) of Section 6.1.13 of the current Articles of Association are exclusively carried out by the Council. These shall shall be adopted with a qualified majority of not less than two thirds of the Council members.
6.1.15. The minutes of the meetings and the Council resolutions shall be signed by the Council Chairman and the secretary of the meeting.

6.2. The Director of the Center

6.2.1. The Director of the Center shall be the sole executive body of the Center management and execute all rights and fulfill all responsibilities assumed by the sole executive body of the organization in accordance with the current legislaton.
6.2.2 The Director of the Center shall be appointed by the Center for the term of three years.
6.2.3. By resolution of the Council, the powers of the Director may be terminated prematurely.
6.2.4. To the field of the Director’s competence shall be included all issues connected with the current operational and economic activity of the Center and, within the limits stipulated by the present Articles of Association, the issues related to the subject of the Center activity.
In particular, the Director of the Center shall:

(1) ensure the Council resolutions fulfillment;
(2) submit to the Council the annual reports on the Center activity, including the reports on the Center budget (financial plan) execution;
(3) present to the Council the Center budget (financial plan) project;
(4) within the framework of his/her competence, acts on behalf of the Center without the power of attorney, represent the Center in he course of relations with any legal and natural persons, government and administration bodies in the Russian Federation and abroad;
(5) approve the internal rules of the Center;
(6) employ and dismiss the Center personnel in accordance with the current legislation. The Director’s resolutions concerning appointment of his/her deputies and the chief accountant shall become effective after their approval by the Council;
(7) dispose of the assets of the Center, including monetary funds, in accordance with the budget (financial plan);
(8) issue powers of attorney, open settlement and other accounts;
(9) on behalf of the Center, sign contracts and perform other transactions relating to the subject of the Center activity, subject to the procedure and conditions determined by the Council;
(10) organize work on preparation of the regulatory documents projects on issues relating to the subject of the Center activity presenting them to the Council for approval;
(11) perform other functions ensuing from the present Articles of Association or entrusted to the head of the organization in accordance with the current legislation.

6.2.5. The Council may determine the amount and character of transactions, the performance of which requires prior coordination with the Center.
6.2.6. By request of the Council members, the Director is obliged to present any information concerning the Center activity.

7. Reorganization and winding-up of the Center

7.1. Reorganization (winding-up) of the Center may be performed by resolution of the Council subject to the procedure stipulated by the current legislation.
7.2. In cases prescribed by the law the resolution concerning the reorganization (winding-up) of the Center my be passed by the competent state authority.
7.3. By reorganization of the Center, its rights and obligations shall be transferred to its legal successors.
7.4. The winding-up shall be performed by the winding-up commission created by the Council or appointed subject to the procedure stipulated by the law. From the moment of the winding-up commission appointment it assumes all powers concerning the Center affairs management.
7.5. In case of the Center winding-up, its assets remaining after settlement of the creditors’ claims shall be transferred by the winding-up commission for utilization for the purposes stipulated by the Center Articles of Association.
7.6. The Center shall be regarded as nonexistent from the moment of its exclusion from the Unified State Register of Legal Persons.
7.7. In case of winding-up, the documents of the Center subject to further safekeeping shall be put to good order in accordance with the prescribed requirements at expense of the Center and transferred to the authorized bodies.

8. The procedure of the Articles of Association amendment

8.1. The present Articles of Association may be amended by resolution of the Center Council.
8.2. Any amendments of the present Articles of Association shall be registered in compliance with the current legislation.
8.3. The amendments of the present Articles of Association shall become effective for third persons from the moment of their state registration, if the law shall not stipulate otherwise, but the Center shall not be entitled to refer to the absence of registration of such amendments in relations with third persons which acted having taken these amendments into account.