Governing body

 ASSOCIATION GOVERNANCE AND CONTROL

1.1. The governing bodies of the Association are:
- General meeting of members of the Association - the supreme governing body;
- The Supervisory Board of the Association and the Board of Trustees of the Association - permanent advisory collegial bodies;
- The Board of the Association - a collegial executive body headed by the President of the Association;
- The President of the Association is the sole executive body.

1.2. Members of the General Meeting are all members of the Association entered in the Register at the time of the meeting.
1.2.1. The general meeting is held annually, no later than April 30th.
1.2.2. An extraordinary General Meeting may be held, if necessary, at the initiative of at least one third of the members of the Association or by decision of the Board of the Association. An extraordinary General Meeting is held no later than 15 days after receiving a written application for such a request. The agenda, time and place of the extraordinary General Meeting are determined by the initiator of its holding.
1.2.3. When voting at the General Meeting, each member of the Association has one vote. The voting procedure is determined by the General Meeting.
1.2.4. The exclusive competence of the General Meeting includes:
- determination of the priority directions of the Association's activities, the principles of the formation and use of its property;
- changing the Articles of Association;
- determination of the procedure for admission to the Association and exclusion from the number of its members;
- approval of annual reports and accounting (financial) statements of the Association;
- making decisions on the creation of other legal entities by the Association, on the creation of branches and on the opening of representative offices of the Association;
- making decisions on the reorganization and liquidation of the Association, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;
- election of an audit commission (auditor) and appointment of an auditing organization or an individual auditor of the Association.
1.2.5. The general meeting can take for its consideration any issue related to the activities of the Association.
1.2.6. The general meeting is competent if more than half of its members are present.
1.2.7. Decisions on all issues, including issues related to the exclusive competence of the General Meeting, are considered adopted if the majority of the members of the Association present at the General Meeting voted for them.
1.2.8. Decisions of the General Meeting on issues not related to the exclusive competence of this body may be adopted without holding a meeting by absentee voting (by poll). Such a vote can be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communications, ensuring the authenticity of transmitted and received messages and their documentary confirmation.
In the event of an absentee voting, the initiator of its holding is obliged to inform all members of the Association of the proposed agenda, ensure the opportunity to familiarize all participants with all the necessary information and materials before the voting begins, the opportunity to make proposals on the inclusion of additional issues in the agenda, the obligation to inform all members of the Association before the start voting of the amended agenda, as well as the deadline for the end of the voting procedure.
The protocol on the results of absentee voting must indicate:
the date up to which documents containing information on voting were adopted;
information about the persons who took part in the voting;
results of voting on each item on the agenda;
information about the persons who counted the votes;
information about the persons who signed the protocol.
1.3. The Supervisory Board of the Association is a permanent advisory collegial body for the development of proposals and recommendations aimed at realizing the statutory goals of the Association.
1.3.1. The Supervisory Board of the Association is elected by the General Meeting of the Association for a term of 5 (five) years by a simple majority of votes. The quantitative composition of the Council is approved at the General Meeting of the members of the Association.
1.3.2. Members of the Association (their authorized representatives) are elected to the Supervisory Board.
1.3.3. In its activities, the Supervisory Board of the Association is guided by the decisions of the General Meeting of the members of the Association.
1.3.4. In order to implement the tasks assigned to it, the Supervisory Board of the Association may, with the consent of the President of the Association:
- to create permanent committees for certain areas of the Association's activities, temporary commissions and working groups for the prompt and high-quality preparation of materials and draft decisions for meetings of the Association's Board, as well as temporary and permanent groups of experts and consultants;
- to attract leaders, specialists from the members of the Association, representatives of state bodies, scientific and public organizations, leading scientists, experts to participate in the work of the Board of the Association;
- to exercise other rights in order to implement the tasks assigned to him.
1.3.5. Meetings of the Supervisory Board are convened at least once a year. The quorum is the presence of more than half of the members of the Supervisory Board at the meeting. Decisions are taken by a simple majority of votes present at the meeting of the Supervisory Board. Each member of the Supervisory Board has one vote. When voting, it is allowed to take into account the opinion of an absent member of the Supervisory Board, stated in writing and submitted before the beginning of the meeting of the Board. The transfer of a vote to another member of the Council is prohibited. In its activities, the Supervisory Board is guided by the Charter of the Association, the legislation of the Russian Federation and decisions of the General Meeting of the Members of the Association.
1.3.6. Meetings of the Board of the Association are convened at the initiative of the Board and the President of the Association, at the request of 50% of the members of the Supervisory Board or the Audit Commission.
1.4. The Board of Trustees of the Association (hereinafter referred to as the Board of Trustees) is a permanent collegial advisory body, the main purpose of which is to attract additional organizational, material, financial, informational and other resources for the implementation of target projects and programs of the Association.
1.4.1. The Board of Trustees is formed on a voluntary basis by the President of the Association in the number of at least 5 (five) members.
1.4.2. Frequency of meetings of the Board of Trustees - as required, but at least once a year.
1.4.3. Board of Trustees:
- interacts with legal entities and individuals, authorities and local governments, governing bodies interested in the development of auto tourism, capable and ready to provide the Association with financial, organizational, informational and other support;
- determines the priority and priority of financing target programs and projects of the Association;
- conducts activities to popularize target programs and projects of the Association.
1.4.4. The Board of Trustees is authorized to make decisions, provided that more than half of its members are present at the meeting. Decisions of the Board of Trustees are made by a majority vote of those present at the meeting.
1.5. The Board of the Association (hereinafter referred to as the Board) is a collegial executive management body and carries out general management of the activities of the Association in the intervals between holding General Meetings.
1.5.1. The Board is elected by the General Meeting for a term of 5 (five) years. The number of members of the Management Board is 5 (five) people.
1.5.2. Meetings of the Management Board are held as necessary, but at least once every 6 (six) months.
1.5.3. The competence of the Management Board includes:
- organization of the General Meeting;
- submission to the General Meeting of draft amendments to the Charter;
- submission to the General Meeting of the work plans of the Association;
- preparation of the financial plan of the Association and amendments to it;
- determination of the size, procedure and terms of payment of admission, membership and targeted fees;
- formation of other bodies of the Association and early termination of their powers, including the election of the President of the Association;
- resolving issues of admission to membership in the Association and exclusion from the number of its members;
- approval of annual reports and accounting (financial) statements of the Association.
- development of the policy of the Association and approval of work plans and programs of activities of the Association;
- implementation of decisions of the General Meeting of Members of the Association, other governing bodies of the Association;
- submission for approval to the General Meeting of Members of the Association of draft documents subject to approval by the General Meeting of Members of the Association;
- approval, upon presentation by the President of the Association, of the staffing table and cost estimate for the activities of the President of the Association;
- ensuring the current activities of the governing bodies of the Association;
- preparation of materials necessary for the implementation of the work plan of the Association;
- coordination of interaction between members of the Association on joint activities;
- disposal of the property of the Association;
- controls the activities of the branches and representative offices of the Association;
- attracting additional sources of financial and material resources for the implementation of statutory activities
- implementation of other functions provided for by the Charter and not attributed to the exclusive competence of the General Meeting of the Members of the Association.
1.5.4. The decisions of the Management Board are adopted by a simple majority of votes from the number of members of the Management Board present at the meeting.
1.5.5. The Board has the right to resolve any issue related to the activities of the Association that is not attributed by this Charter to the exclusive competence of the General Meeting.
1.5.6. The Board is accountable to the General Meeting. Members of the Management Board perform their duties free of charge. Members of the Management Board are entitled to compensation for expenses directly related to participation in its work.
1.5.7. Meetings of the Management Board are competent if attended by more than half of its members.
1.6. The President of the Association is the sole executive body of the Association. The President of the Association is elected by the Board for a term of three years.
1.6.1. Association President:
- presides over the meetings of the General Meeting of the members of the Association and heads the activities of the Board;
- carries out the current management of the activities of the Association and is accountable to the General Meeting and the Board of the Association;
- implements the decisions of the Management Board and the General Meeting;
- resolves all issues that do not constitute the exclusive competence of the General Meeting and the Board of the Association;
- acts on behalf of the Association without a power of attorney, represents the Association in all organizations, government bodies in Russia and abroad;
- disposes of the property and funds of the Association within the approved financial plan (estimate), concludes contracts, including labor contracts, performs other legal actions on behalf of the Association;
- solves the issues of economic and financial activities of the Association, including acquiring and managing property, issuing powers of attorney, opening and closing bank accounts, signing contracts, obligations on behalf of the Association;
- submits to the Board quarterly and annual financial reports.
- develops a draft of the staffing table of the apparatus, which ensures its activity;
- organizes interaction with state authorities and local self-government bodies to solve the problems facing the Association;
- issues orders on issues related to the management of the activities of employees of the Association, ensuring their activities, including issues related to the performance of the functions of an employer in relation to employees of the Association.
1.6.2. The President of the Association has the right to refuse to fulfill his duties, having warned the Board about this in writing no later than one month before the day of actual refusal.

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