Adopted by the Founding Conference
April 19, 1992
The revised versionof the Charter
adopted by the 5-th Conference
December 18, 1998
THE CHARTER OF THE INTERNATIONAL VOLUNTEER PUBLIC ORGANIZATION“‘MEMORIAL’ HISTORICAL, EDUCATIONAL, HUMAN RIGHTS AND CHARITABLE SOCIETY”
1. GENERAL PROVISIONS
1.1. The International Volunteer Public Organization “MEMORIAL Historical, Educational, Human Rights And Charitable Society” (henceforth referred to as “INTERNATIONAL MEMORIAL Society” or “the Society”) is a volunteer public association. Its creation is based on cooperation of the citizens united to pursue common interests and INTERNATIONAL MEMORIAL Society mission and purposes stipulated by this Charter.
The full name of the Association is THE INTERNATIONAL VOLUNTEER PUBLIC ORGANIZATION “’MEMORIAL’ HISTORICAL, EDUCATIONAL HUMAN RIGHTS AND CHARITABLE SOCIETY”.
1.2. INTERNATIONAL MEMORIAL Society is a public association; it does not pursue profit-making as its primary mission, and whatever profit is gained is not to be distributed among the Society members.
1.3. To fulfil the mission and purposes stipulated in the present Charter, INTERNATIONAL MEMORIAL Society shall operate pursuant legislation of the states where the organizations included in the Society operate, as well as pursuant the present Charter.
1.4. INTERNATIONAL MEMORIAL Society shall operate in The Russian Federation, in the Republic of Kazakhstan, in the Republic of Latvia, in Ukraine and in other States where INTERNATIONAL MEMORIAL Society members operate.
1.5. INTERNATIONAL MEMORIAL Society’s activities shall be based on the principles of voluntary participation, equal rights, self-governing and legality.
1.6. INTERNATIONAL MEMORIAL Society shall exist as a legal entity since the moment of its registration. It owns separate assets as its property and answers its liabilities with this assets; it keeps separate accounting; it may acquire and exercise both property and non-property rights, engage in contracts and other legal acts, have symbols of its own registered in accordance with the established procedure, e.g. emblems, flags and pennants. INTERNATIONAL MEMORIAL Society’s symbols are subject to the official registration at the State bodies in accordance with the procedure established by Russian Federation legislation and by legislation of the other countries where INTERNATIONAL MEMORIAL Society branches exist.
1.8. INTERNATIONAL MEMORIAL Society shall be responsible for all its liabilities and all its assets can be used to meet its liabilities. The members of INTERNATIONAL MEMORIAL Society shall not be responsible for INTERNATIONAL MEMORIAL Society liabilities and INTERNATIONAL MEMORIAL Society shall not be responsible for its members’ liabilities.
1.9. INTERNATIONAL MEMORIAL Society Board is located in the city of Moscow.
2. THE MISSION OF INTERNATIONAL MEMORIAL SOCIETY
2.1. The primary missions of INTERNATIONAL MEMORIAL Society are the following:
2.2. To fulfill the declared missions, INTERNATIONAL MEMORIAL Society shall:
3. RIGHTS OF INTERNATIONAL MEMORIAL SOCIETY
To fulfill the declared missions and purposes INTERNATIONAL MEMORIAL Society in accordance with the law in force may:
3.2. In order to fulfill missions and purposes stipulated by the present Charter INTERNATIONAL MEMORIAL Society may conduct other activities that are not contrary to Russian Federation legislation in force or legislation of the countries where INTERNATIONAL MEMORIAL Society branches exist.
4. DUTIES OF INTERNATIONAL MEMORIAL SOCIETY
4.1 INTERNATIONAL MEMORIAL Society is bound:
5. THE STRUCTURE OF INTERNATIONAL MEMORIAL SOCIETY
5.1. INTERNATIONAL MEMORIAL Society consists of its regional branches and organizations - legal entities - public associations that join INTERNATIONAL MEMORIAL Society .
INTERNATIONAL MEMORIAL Society branches operation is based on the present Charter, their operation may be based on charters of their own that are not contrary to the Charter of INTERNATIONAL MEMORIAL Society.
The branches acquire the status of legal entities as provided by the legislation in force.
5.2. A regional branch shall be created by decision of the meeting of the branch members who shall be residents of that region and accept the goals and purposes declared in the present Charter.
5.3. Existing public associations that exist as a legal entity shall become a member of INTERNATIONAL MEMORIAL Society by decision of its steering body.
6. INTERNATIONAL MEMORIAL SOCIETY MEMBERSHIP.
THE MEMBERS’ RIGHTS AND DUTIES
6.1. Admission to INTERNATIONAL MEMORIAL Society membership is open for public associations existing as legal entities that are interested in joint realization of the missions and purposes declared in the present Charter as well as private persons - adult citizens of Russian Federation, foreign countries citizens and persons without citizenship.
Membership in INTERNATIONAL MEMORIAL Society is incompatible with support for any form of totalitarianism as well as with promotion or practices of of national, ethnic, religious or social intolerance.
6.2. Admission to INTERNATIONAL MEMORIAL Society shall be decided by the Society Board. Admission to INTERNATIONAL MEMORIAL Society shall be fulfilled on voluntary basis by a written application, that is
6.3. All INTERNATIONAL MEMORIAL Society members enjoy equal rights and have equal duties.
6.4. INTERNATIONAL MEMORIAL Society members (private persons or legal entities operating via their authorized representatives) have rights to:
6.4. The duties of INTERNATIONAL MEMORIAL Society members are the following:
6.5. The grounds for possible suspension of INTERNATIONAL MEMORIAL Society membership shall be the following:
7. INTERNATIONAL MEMORIAL SOCIETY STEERING BODIES
7.1. The General Conference is the highest steering body of the INTERNATIONAL MEMORIAL Society. The General Conference shall be convened by the Board not less than once in four years. An extraordinary session of the General Conference may be convened by the request of not less than one third of the INTERNATIONAL MEMORIAL Society members or by the decision of the Board.
7.2. Initiators of the convention of the Conference shall send to every member of the Society an invitation with the information on the time and place of the session and its agenda.
7.3. The procedure of nomination of the delegates and quotas for representation the shall be determined by the INTERNATIONAL MEMORIAL Society Board. The quotas for representation shall be uniform for all the members and adopted by the Board.
7.4. The General Conference shall be valid if not less than one half of the delegates elected are present.
7.5. The General Conference shall make its decisions by a simple majority of the delegates present except the matters stipulated in the present Charter.
7.6. The following matters shall belong to the domain of the General Conference’s exclusive competence:
The INTERNATIONAL MEMORIAL Society Board
7.7. The Board is a permanent steering body of the Society. The Board shall be elected for four-year term and shall report to the General Conference.
The Board is authorized to speak on behalf of INTERNATIONAL MEMORIAL Society. It represents the Society before the state, economic, public and other institutions and organizations as well as before private persons and disposes of the funds that are deposited in the Society account.
7.8. Decisions on person-to person composition of the Board shall be adopted by the simple majority of the delegates present at the INTERNATIONAL MEMORIAL Society Conference.
7.9. The Board meetings shall be valid if not less than one half of the Board members elected are present.
7.10. All the Board decisions shall be adopted by the simple majority if the minimum quorum is observed.
7.11. The following matters shall belong to the domain of the Board’s exclusive competence:
7.12. The Board shall exercise the rights and bear the responsibilities of the legal entity on behalf of INTERNATIONAL MEMORIAL Society.
The Board Chairperson
7.13. The Board Chairperson shall be elected by the Board.
7.14. The following matters shall belong to the domain of the Board Chairperson competence:
7.15. To act on behalf of INTERNATIONAL MEMORIAL Society the Board Chairperson does not need any special approval or warrant.
The executive director
7.16. The executive director shall be approved by the INTERNATIONAL MEMORIAL Society Board.
7.17. The executive director shall represent INTERNATIONAL MEMORIAL Society before state bodies and local self-government bodies as well as before administrative, economical and business organizations;
7.18. The executive director shall:
7.19. To act on behalf of INTERNATIONAL MEMORIAL Society the executive director does not require any special approval or warrant.
8. THE CONTROL-AND-AUDITING BODY
8.1. The auditing of economic and financial activities of INTERNATIONAL MEMORIAL Society shall be carried out by the Auditing Commission that shall be elected by the General Conference for a four-year term.
8.2. The number of the Auditing Commission members shall be determined by the General Conference.
8.3. The Board members may not to be the Auditing Commission members.
8.4. The Auditing Commission shall prepare its findings on the annual report, conduct yearly audits of the financial and economic activities of INTERNATIONAL MEMORIAL Society, prepare its findings on the report of the Board to the General Conference.
8.5. All the officials of INTERNATIONAL MEMORIAL Society are bound to present necessary information and documents by request of the Auditing Commission,
8.6. The Chairperson of the Auditing Commission shall assist at the Board meetings with deliberative function.
9. THE ASSETS AND FUNDS
9.1. INTERNATIONAL MEMORIAL Society may exercise property rights for land plots, buildings, hosing, vehicles, equipment, assets of educational, recreational and health care purpose, monetary funds, shares, other securities as well as other assets that are necessary to provide for the activities of INTERNATIONAL MEMORIAL Society stipulated by the present Charter.
INTERNATIONAL MEMORIAL Society may also own institutes, publishing houses, mass media that are created or acquired with the funds of INTERNATIONAL MEMORIAL Society in accordance with the missions and purposes stipulated by the present Charter.
9.2. INTERNATIONAL MEMORIAL Society shall be funded by:
9.3. INTERNATIONAL MEMORIAL Society is the owner of all its assets. No one separate INTERNATIONAL MEMORIAL Society member does not exercise any property rights on a share of the assets owned by INTERNATIONAL MEMORIAL Society.
9.4. Income from INTERNATIONAL MEMORIAL Society business or other activities shall not be distributed to the Society members, but shall be spent for the purposes stipulated by the present Charter.
9.5. The branches and organizations whose activities are regulated by the charters of their own exercise property rights for their own assets.
9.6. The branches and organizations whose activities are regulated by the common Charter, exercise the right of day-to-day management of the assets that were allocated to them by the proprietor.
10. AMENDMENTS AND ADDITIONS TO THE PRESENT CHARTER
10.1. Amendments and additions to this Charter may be made by the General Conference of INTERNATIONAL MEMORIAL Society.
10.2. Amendments and additions to this Charter shall be made by the vote of not less than two thirds of the delegates present.
10.3. Amendments and additions to this Charter are subject to the registration at the government agency as provided by the law and come in force since the voment of this registration.
11. REORGANIZATION OR SUSPENSION
OF INTERNATIONAL MEMORIAL SOCIETY’S OPERATIONS
11.1. Reorganization of INTERNATIONAL MEMORIAL Society (transformation, merging, adjoining to other organization, parting, separation) shall be made by the decision of the General conference by the majority of not less than two thirds of the delegates present.
11.2. After INTERNATIONAL MEMORIAL Society reorganization its assets that are located in Russian Federation shall be transferred to the newly created legal entities as provided by the Civil Code of Russian Federation.
11.3. INTERNATIONAL MEMORIAL Society may be dissolved either by decision of the General Conference or by decision of the court.
11.4. The decision on dissolution shall require the approval of not less than two thirds of the delegates present at the Conference session. By the same decision a Dissolution Commission shall be appointment. The appointment of the Dissolution Commission shall to be cleared with the state agency responsible for official registration of legal entities. Then the procedure and schedule for dissolution shall be fixed in accordance with the legislation in force.
11.5. After payment of all debts, the assets and funds of the INTERNATIONAL MEMORIAL Society shall be used towards the purposes stipulated by the present Charter or to the purposes determined by the General Conference decision on the dissolution of the INTERNATIONAL MEMORIAL Society/
11.6. The assets and funds remaining after dissolution of the INTERNATIONAL MEMORIAL Society shall not be distributed to the Society members.
11.7. The decision on use of the assets and funds remained shall be published by the Dissolution Commission in the press.
11.8. The decision on dissolution of INTERNATIONAL MEMORIAL Society shall be present to the government agency that has registered the Society to exclude INTERNATIONAL MEMORIAL Society from the Unified State Registry of legal entities.
11.9. After dissolution the documents of INTERNATIONAL MEMORIAL Society concerning its personal shall be transferred to the State archives in accordance with the established procedure.