Charter

CHARTER OF THE AUTONOMOUS NONCOMMERCIAL ORGANIZATION "Eurasian center of study, saving and renewal of population of leopards"

1. GENERAL PROVISIONS

1. Autonomous noncommercial organization "Eurasian center of study, saving and renewal of population of leopards" (hereinafter — Organization) is a noncommercial organization without membership established on the basis of voluntary property contributions of founders with the purpose of preserving the Amur leopards in Russia.

Full name of the Organization in Russian: Автономная некоммерческая организация «Евроазиатский центр изучения, сохранения и восстановления популяции леопардов».

Short name of the Organization in Russian: АНО «Евроазиатский центр сохранения леопардов».

Full name of the Organization in English: Autonomous noncommercial organization "Eurasian center of study, saving and renewal of population of leopards".

The founders of the Organization are:

Federal State Budgetary Institution "Sochi national park", OGRN 1022302942705 dated 03.12.2002. INN 2320006502, KPP 232001001, address: Krasnodar region, Sochi, ul. Moskovskaya. 21.

Noncommercial organization "Association of Caucasian wildlife reserves and national parks", OGRN 1032311700123 dated 05.12.2003, INN 2320117940, KPP 232001001, address: Krasnodar region, Sochi, ul. Moskovskaya. 21.

Legal status of the Organization, rights and obligations of the founders are determined in this Charter, and in part not regulated by it — by Civil Code of the Russian Federation and by Federal Law No. 7-FZ of 12.01.1996 "On nonprofit organizations".

The organization is a legal entity since the date of its state registration in accordance with legislation of the Russian Federation, owns separate property, is liable for its obligations with this property, may in its own name acquire and exercise property and non-property rights, incur obligations, sue and be sued in court.

As a noncommercial organization, the Organization does not define making profit as its main objective.

The founders are not liable for the obligations of the established Organization and the Organization is not liable for the obligations of its founders and established by the Organization legal entities.

The organization uses its property in order to achieve the objectives set forth in this Charter. The organization has the right to conduct business activities necessary to achieve the objectives for which it was established, and relevant to these objectives.

In order to achieve the objectives set forth in this Charter, the Organization may participate in other organizations.

The Organization has an independent balance, settlement bank account and other bank accounts, seal with its full name, other means of identification necessary for its operations.

The Organization may establish branches and representative offices, which are not legal entities, in the territory of the Russian Federation.

Location of the Organization: 354000, Sochi. Matcesta forestry, quarter 78, map unit 23.

2. OBJECTIVES AND ACTIVITIES OF THE ORGANIZATION

The Organization is established for the purposes of study, preservation and restoration of population of leopards in Russia.

In accordance with its objectives the Organization performs the following activities:

— search and collection of information, requesting and receiving information about the activities of government and local authorities, public associations, other organizations and their officials on issues relating to Amur preservation leopards in Russia and increasing their population.

— creation, preparation and editing of information, literary, journalistic and other printed materials, photographs and videos on activities aimed at preserving the Amur leopard in Russia

— organization of press conferences, briefings and "round tables", seminars, presentations and other events involving the media, contributing to the achievement of goals for which the Organization was established;

— creation and maintaining the infrastructure of the Organization (press centers, showrooms, etc.) necessary for events, contributing to the achievement of goals for which the Organization was established;

— monitoring and analytical processing of publications in Russian and foreign mass media about the maintaining population of the Amur leopard;

— organization and support of the hotline (call center) intended to answer questions from Russian and foreign citizens and organizations relating to the preservation of the Amur leopard in Russia;

— entering into contracts, which do not contradict the legislation of the Russian Federation, with corporations and individuals, in accordance with its goals set out in this Charter;

— conducting business relevant to the goals for which the Organization was established;

— conducting foreign trade activities relevant to the goals for which the Organization was established;

— purchasing or leasing the property from its own funds, loans and credits and other funding sources to achieve the goals for which the Organization was established;

— establishing branches, opening representative offices, making decisions about their liquidation;

— opening accounts in banks in the territory of the Russian Federation and abroad;

— exercising other rights that do not contradict to the legislation of the Russian Federation, object and purpose of the Organization

3. PROPERTY AND ACTIVITIES OF THE ORGANIZATION

The organization may own, lease and have in its ownership on another legal basis buildings, constructions, housing, equipment, inventory, monetary funds in rubles and foreign currency, securities and other assets, lawfully receive results of intellectual property, including exclusive and nonexclusive rights, and have in its ownership on another basis lands in accordance with the legislation of the Russian Federation.

The property transferred to the Organization by its founders, is the property of the Organization. The founders of the Organization shall not retain the rights to the property transferred to the Organization.

With regard to its obligations, the Organization is liable with part of its assets on which, according to the legislation of the Russian Federation, a court-enforced collection may be imposed.

The sources of property in monetary and other terms are:

Regular and single incomings from the founders;

Voluntary contributions and donations;

Revenues from sales of goods and services;

Dividends (profits, interest) received on shares, bonds, other securities and deposits;

Income derived from property of the Organization;

Other revenues not prohibited by law.

All property of the Organization and its revenues are the property of the Organization and may not be distributed for the benefit of shareholders. The founders do not have the right to the property of the Organization, including the portion which was formed by contributions and donations from the founders.

The Organization maintains accounting and statistical records in accordance with the law of the Russian Federation.

4. RIGHTS AND DUTIES OF THE FOUNDERS AND OF THE ORGANIZATION

4.1. The founders of the Organization supervise the activities of the Organization in the manner required by applicable law, including by:

— appointment of their representatives to the Supervisory Board in the manner prescribed by paragraphs 5.2 — 5.7 of this Charter and regulations on the Supervisory Board;

— receiving information about the activities of the Organization in accordance with this Charter and other internal documents of the Organization;

4.1.3. audits of financial and economic activities of the Organization, by the request of the founders of the Organization, conducted by the Auditing Committee of the Organization or by auditor.

The founders of the Organization are entitled to exercise other rights provided by the legislation of the Russian Federation, this Charter and internal documents of the Organization.

The founders of the Organization can use its services only on equal terms with others.

The organization is obliged to:

Inform the founders about activities of the Organization in accordance with this Charter and other internal documents of the Organization.

Carry out its activities in strict accordance with this Charter and the legislation of the Russian Federation.

5. MANAGEMENT OF THE ORGANIZATION

The Supervisory Board is the supreme collegial governing body of the Organization. The main function of the Supervisory Board is to ensure the Organization's compliance with the objectives defined by the Charter.

The Supervisory Board is appointed by the founders of the Organization.

The composition of the Supervisory Board is formed by the general meeting of founders.

The Supervisory Board may include representatives of federal and regional authorities, local government, business and nonprofit organizations advised by the founders of the Organization.

Persons, who are employees of the Organization, may not comprise more than one-third of the total number of members of the Supervisory Board. Persons appointed to the Supervisory Board, may be reappointed an unlimited number of times.

Each of the founders of the Organization may at any time decide to terminate the powers of its representative as a member of the Supervisory Board and to appoint a new representative as a member of the Supervisory Board.

A founder of the Organization submits the decision on termination of powers of its representative as a member of the Supervisory Board and on appointment of a new representative as a member of the Supervisory Board to the Chairman of Supervisory Board by sending the decision by certified mail with return receipt, by courier service or by fax. A new member of the Supervisory Board is considered appointed upon receipt by the Chairman of the Supervisory Board of a founder's decision on appointment.

A member of the Supervisory Board may resign from the member of the Supervisory Board by written notice to the Chairman of the Supervisory Board no later than ten (10) days before the proposed date of termination of the duties of a member of the Supervisory Board.

A member of the Supervisory Board, who is a representative of a founder of the Organization shall notify the founder who appointed him/her as a member Supervisory Board about the withdrawal from the Supervisory Board no later than twenty (20) days before the proposed date of termination of the duties of a member of the Supervisory Board

The competence of the Supervisory Board includes the following:

— alteration of this Charter;

— defining of priority activities of the Organization, the principles of formation and use of its property;

— appointment of the General Director of the Organization, his/her deputies and early termination of their powers

— determination of remuneration for General Director and his/her deputies;

— hearings of reports on activities presented by the General Director:

— adoption of regulations on wages, guarantees, compensation and bonuses for employees of the Organization;

— approval of the annual financial plan of revenues and expenses of the Organization and making amendments to it;

— review and approval of quarterly and annual activities reports of the Organization and of the annual balance sheet;

— approval of reporting forms in front of the Supervisory Board;

— making decisions on establishing branches and representative offices of the Organization and approval of regulations on branches and representative offices;

— making decisions on participation in other organizations and defining of conditions of such participation;

— making decision on reorganization and liquidation of the Organization;

— approval of the organizational structure and staff size of the Organization;

— making decision on the appointment of members of the Auditing Committee and early termination of their powers;

— approval of regulations on the Auditing Committee;

— appointment of an audit of the Organization;

— selection on a competitive basis of an audit organization (auditor) for the Organization, definition of conditions of contract concluded with auditor (including determination of payment amount and (or) conditions);

— approval of the regulations on audit;

— appointment of unplanned inspections of financial and economic activities and unscheduled audits by the Auditing Committee;

— approval of transactions, in which there is an interest;

— approval of the procedure for a transaction or several interrelated transactions associated with the acquisition, disposal or possible disposal by the Organization (directly or indirectly) of property, which value is twenty-five percent or more of the Organization's assets value, determined according to its financial statements for the latest reporting date preceding the date of decision on the conclusion of such transactions;

— making decision on conclusion of transaction or several interrelated transactions associated with the acquisition, disposal or possible disposal by the Organization (directly or indirectly) of property, which value is twenty-five percent or more of the Organization's assets value, determined according to its financial statements for the latest reporting date preceding the date of decision on the conclusion of such transactions;

— decision on the conclusion of a transaction or several interrelated transactions on transfer of property, making donations, as well as the rendering charitable assistance in any other form;

— determination of the list of documents regulating internal activities of the Organization (internal documents of the Organization), the approval of which fall within the authority of the Supervisory Board;

— approval of documents regulating internal activities of the Organization (internal documents of the Organization), the approval of which does not fall within the authority the General Director;

— other matters, regulated by federal law "On nonprofit organizations" and this Charter. Matters referred to in paragraph 5.10 of this Charter can not be delegated to consideration by other governing body of the Organization.

The Supervisory Board is headed by Chairman of the Supervisory Board elected by a majority of the members of the Supervisory Board.

In the absence of the Chairman its functions are performed by one of the members of the Supervisory Board, elected at a meeting of the Supervisory Board by a majority vote.

Meetings of the Supervisory Board shall be held as necessary but at least quarterly. Meeting of the Supervisory Board shall be convened by the Chairman of Supervisory Board, on its own initiative or at the request of a member of the Supervisory Board, the General Director, the Auditing Committee or the audit organization.

The meeting is held by the Supervisory Board Chairman or, in his/her absence, by chairperson, who shall be elected by simple majority from members of the Supervisory Board.

The Supervisory Board meeting is considered qualified if more than half of the members of the Supervisory Board are present.

Decisions of the Supervisory Board are taken by simple majority vote of the Supervisory Board, except for the matters referred to in paragraphs 5.10.1, 5.10.2, 5.10.3 and 5.10.12 of this Charter, to be decided by at least ¾ of the total votes of the Supervisory Board members.

Each member of the Supervisory Board shall have one vote. Members of the Supervisory Board may not transfer their votes to other persons, including another member of the Supervisory Board.

The Organization is not entitled to pay remuneration to members of the Supervisory Board for the performance of their assigned functions, except for compensation of expenses directly related to participation in the work of the Supervisory Board, as described in the internal documents of the Organization.

Minutes of the Supervisory Board meeting is prepared by the Secretary of Supervisory Board, signed by the chairman, who is responsible for the correctness of the minutes, and by the Secretary of the Supervisory Board. The views of minority vote members of the Supervisory Board shall be recorded at their request to the above minutes.

Minutes of meetings of the Supervisory Board, documents, materials and information necessary for the Supervisory Board meetings are kept at the location of the Organization. The procedure for presenting the above mentioned for review of defined by the Regulations on the Supervisory Board.

The sole executive body of the Organization is the General Director, who carries out management of the Organization and reports to the Supervisory Board.

At the time of establishing of the Organization, the General Director is appointed by the founders of the Organization. An employment contract with the General Director is signed on behalf of the Organization by a representative of the Founder authorized by the general meeting of founders, at which the decision was made on the appointment of the General Director. Change or termination of the employment contract with the General Director who was appointed by the founders of the Organization when it was created shall be performed by the Supervisory Board. Relevant documents on behalf of the Organization are signed by the Chairman of the Supervisory Board or a member of the Supervisory Board authorized by the decision of Supervisory Board meeting, at which the decision was made to change or terminate an employment contract with the Director General.

Later the General Director is appointed by the Supervisory Board. The employment contract with the Director General on behalf of the Organization is signed by the Supervisory Board Chairman or a member of the Supervisory Board, authorized by decision of the Supervisory Board meeting, at which the decision was made to appoint new General Director.

Term of office of the General Director is 2 (two) years. The Supervisory Board may at any time to decide on early termination of authorities of the General Director and the election of the new General Director.

General Director:

— represents the Organization, without power of attorney, in relations with corporations and individuals, government agencies and local governments, and in court;

— make transactions on behalf of the Organization and ensure fulfillment of obligations in transactions, disposes of property of the Organization excluding the part within the competence of the Supervisory Board;

— approves the staff schedule of the Organization, branches and representative offices;

— approves the rules, regulations and other internal documents of the Organization, except for the documents the approval of which is within the competence of the Supervisory Board;

— approves the rules of the internal code of conduct, job descriptions of employees of the Organization;

— appoints and discharges in accordance with legislation of the Russian Federation heads of branches and representative offices of other employees of the Organization, distributes duties between them, apply disciplinary and incentive measures;

— issues orders and instructions on activities of the Organization mandatory for employees of the Organization;

— opens settlement, currency and other accounts in banks;

— organizes financial accounting and reporting;

— makes decisions about the presentation of claims and lawsuits for businesses and individuals on behalf of the Organization;

— exercises control over the rational and economical use of material, financial and human resources;

— prepares meetings of the Supervisory Board;

— ensures fulfillment of the Supervisory Board decisions;

— prepares and presents to the Supervisory Board quarterly and annual reports of the Organization;

— resolve other issues that do not fall within the competence of the Supervisory Board, defined by Federal Law No. 7-FZ of 12.01.1996 "On nonprofit organizations", by other federal laws and this Charter.

The General Director of the Organization must provide necessary information upon requests of the founders of the Organization, the Supervisory Board members, the Auditing Committee. The information shall be provided within 5 calendar days from the date of receipt of the above mention requests.

In case of temporary absence of the General Director (temporary disability, vacation, business trip, etc.) his/her responsibilities are fulfilled by one of the deputies of the General Director in accordance with the distribution of responsibilities between the General Director and deputies.

6. CONTROL OVER FINANCIAL AND ECONOMIC ACTIVITIES OF ORGANIZATION

To monitor the financial and economic activity, the Supervisory Board appoints the Auditing Committee of the Organization for a period of two (2) years.

The number of members of the Auditing Committee is determined by the Supervisory Board of the Organization. The powers and procedures of the Auditing Committee are determined by this Charter and the Auditing Committee regulations, approved by the Supervisory Board.

Members of the Supervisory Board, the General Director, and other persons who are in contractual and employment relationships with the Organization can not be members of the Auditing Committee.

Auditing of the financial and economic activity is carried out by the Auditing Committee on the results of the Organization's activities for quarters and annually, and at any time on its own initiative, by the decision of the Supervisory Board, the General Director or at the request of the founders of the Organization.

The Auditing Committee entitled to request and receive from the governing bodies, officials and employees of the Organization financial, accounting, economic and other documents, statistical data, information and explanations (including explanations in writing), necessary to carry out its functions. The list and the amount of required documentation is determined by the Auditing Committee.

Following the results of audit of financial and economic activity the Auditing Committee prepares a report. If any member of the Auditing Committee disagrees with the report, he or she has the right to write down a dissenting opinion. This dissenting opinion of the Auditing Committee member is attached to the report of the Auditing Committee.

The Auditing Committee presents audit reports to the Supervisory Board and the General Director. Annual audit reports on financial and economic activity are presented to the Supervisory Board and the General Director no later than 15 of April of the year following the reporting year.

The Supervisory Board approves the annual report on activities of the Organization until May, 1 of the year following the reporting year.

The Auditing Committee should demand the convening of the Supervisory Board meeting if there is a serious threat to the interests of the Organization.

In order to express an opinion on trustworthiness of financial (accounting) statements, the Organization may, and in cases prescribed by law must, involve an audit organization (auditor) to verify such statements (audit).

The decision to conduct the audit, approval of the audit organization (auditor) of the Organization, conditions of the contract with audit organization (auditor) (including determination of payment amount and (or) conditions) is made by the Supervisory Board.

The audit can be initiated by the founders of the Organization, members of the Supervisory Board, the General Director, members of the Auditing Committee.

The initiator of audit sends to the Supervisory Board a written request. Within 14 (fourteen) days from the date of receipt of a written request for audit the Supervisory Board must decide on the audit, the amount and conditions of payment for the audit organization (auditor) or refuse to conduct such audit.

7. CONFLICT OF INTEREST

Persons referred to in Article 27 of the Federal Law No. 7-FZ of 12.01.1996 "On nonprofit organizations" are considered interested in certain actions by the Organization, including transactions with other organizations or individuals (hereinafter — "concerned persons")

The interest in certain actions by the Organization, including transactions, entails a conflict of interest of concerned parties and of the Organization.

The concerned parties must serve interests of the Organization, first of all with regard to the objectives of its activities, and should not use capabilities of the Organization, or allow their use for other purposes, except provided for in this Charter.

For the purposes of this paragraph the term "capabilities of the Organization" shall include property, property and non-property rights owned by the Organization, opportunities in the field of entrepreneurship, information on activities and plans of the Organization, having a value for it.

If the concerned person has an interest in the transaction, where the Organization is a party or intends to be a party, as well as in the case of any other conflict of interests of the above person and the Organization with respect to existing or proposed transaction:

— the above mentioned person must inform the Supervisory Board about his/her interest until a decision is made on the transaction;

— the transaction must be approved by the Supervisory Board.

In case of interest in the transaction and it is made in violation of this Article, the transaction may be deemed invalid by a court.

A concerned person shall be liable to the Organization in the amount of damages, caused to the Organization. If damages are caused by several concerned persons, their liability to the Organization shall be joint and several.

8. BRANCHES AND REPRESENTATIVE OFFICES OF THE ORGANIZATION

The organization may establish branches and representative offices on the territory of the Russian Federation in compliance with the legislation of the Russian Federation.

A branch of the Organization is its separate division, which is situated outside the seat of the Organization and performing all or part of its functions, including the representation function.

A representative office of the Organization is its separate division, which is situated outside the seat of the Organization and represents the interests of the Organization and defends the Organization.

Branches and representative offices of the Organization are not legal entities; they use property of the Organization and act on the basis of regulations approved by the Supervisory Board in accordance with the laws of the Russian Federation.

Heads of branches and representative offices are appointed and dismissed by the General Director and acting under powers of attorney issued by the Organization. When a head of branch or representative office is dismissed from positions the power of attorney is terminated.

Branches and representative offices carry out activities on behalf of the Organization. The Organization accepts responsibility for the activities of its branches and representative offices.

Branches and representative offices receive property of the Organization, which is recorded on a separate balance and on a balance of the Organization.

9. REORGANIZATION AND LIQUIDATION OF THE ORGANIZATION

The Organization can be reorganized and liquidated in the manner prescribed by the Civil Code of the Russian Federation, federal law "On nonprofit organizations" and other federal laws.

Reorganization of the Organization may be made in the form of merger, accession, division, separation and transformation.

The organization may be transformed into the fund. In case of transformation of the Organization the newly formed organization acquires the rights and obligations of the Organization in accordance with a handover act.

The decision on the liquidation and restructuring of the Organization shall be made by the Supervisory Board in accordance with current legislation of the Russian Federation.

Termination of activities of the Organization may be in the form of liquidation or reorganization through merger, accession, division on the conditions and in accordance with procedures stipulated by the legislation of the Russian Federation.

Upon liquidation of the Organization the remaining property after satisfaction of creditors' claims shall be used for the purposes for which the Organization was established, and (or) to charity. In the case the Organization's property use in accordance with this Charter is not possible, it shall become public revenue.

The liquidation of the Organization is considered completed, and the Organization ceased to exist when corresponding entry in made into the Unified State Register of Legal Entities.

10. SAFEKEEPING OF DOCUMENTS OF THE ORGANIZATION. CHARTER AMENDMENTS

The General Director is responsible for the administrative, financial, economic and other documents, as well as the transfer of documents for archiving custody in accordance with the requirements of current legislation of the Russian Federation.

In case of reorganization of the Organization all documents shall be handed over to the successor.

In case of liquidation of the Organization documents intended for permanent safekeeping, as well as documents custody period of which is not expired, shall be transferred to the organization that performs archiving custody of documents on the territory where the Organization is located. Transfer and arrangement of documents shall be carried out on its own and at the expense of the Organization in accordance with the requirements of the archiving authorities.

Amendments and additions in the Charter shall be made by the decision of the Supervisory Board approved by at least ½ of the total number of votes of the Supervisory Board members and are subject to state registration in the prescribed manner. Amendments and additions in the Charter shall enter into force upon their registration.