Constitution

"REGISTERED"
Chief of Moscow Justice Administration
_____________ B.S.Saljukov
December 20, 1995 Registration Certificate No. 5568

CONSTITUTION
of "Litsensionnoje Obschestvo" Regional Public Organization

Approved by Founding Meeting
Protocol No.
as of December 01, 1995.
Moscow 1995

ARTICLE 1
GENERAL PROVISIONS

1.1.  "Litsensionnoje Obschestvo" Regional Public Organization, hereinafter referred to as "Organization", is a voluntary association of citizens in view of cooperation in implementating the purposes and objectives stipulated by the present Constitution.
1.2.  The Organization in its activities will be guided by the principles of voluntariness, equal rights of all its members, self-government, legality and publicity.
1.3. The Organization shall act within the norms stipulated by the Constitution of the Russian Federation, the RF Law, in compliance with the current public associations law and the present Constitution.
1.4. The Organization shall enjoy the status of a corporate body from the date of its official registration, having in its possession corporate property on the basis of the proprietary right, being a self-sustained organization, having a round official stamp, other stamps and forms bearing its name, a settlement account and other accounts in Roubles and foreign currency with banking institutions.
1.5. The Organization may have emblems, a flag and pennants as its symbols. The symbols of the Organization will be liable to official registration and will be recorded in compliance with the norms established by the Russian Federation Laws.
1.6. The Organization shall be engaged in business, publishing and foreign economic activities in compliance with the norms stipulated by the current RF Law and Constitution of the Organization, which activities will be aimed at achieving the purposes stipulated by the Constitution; the Organization may establish organizations having different legal status and enjoying the rights of corporate bodies, which organizations will be engaged in the realization of the purposes and programs of the Organization according to the current RF Law.
1.7. The Organization may open its branches within the region of its operation.
1.8. The Organization shall on its own decide the matters of employing and discharging its administrative staff, the amounts of salaries and other incentives, as well as the forms thereof. The employees for the Organization will be hired and discharged in compliance with the Russian Federation labor legislation.
1.9. The Organization may join international public associations, acquire rights and undertake obligations corresponding to the status of said international public associations, establish direct international contacts and relations, conclude agreements with international nonprofit nongovernmental associations.
1.10. The location of the permanent leading body of the Organization and the region of its operation will be the city of Moscow.

ARTICLE 2
PURPOSES, OBJECTIVES AND MAIN ACTIVITIES OF THE ORGANIZATION

2.1. The main purposes of the Organization are the following:
- to organize work related to licensing as well as to other methods of transferring technology and intellectual property rights (hereinafter referred to as "licensing");
- to provide assistance to its members in improving their skills and techniques in licensing through self-education, sponsorship of educational meetings, publication of articles, reports, statistics and other materials, exchange of ideas related to licensing;
- to inform the public, the business community and Russian governmental authorities concerning the economic significance and importance of licensing, and the high professional standards of those engaged in the profession of licensing;
- to organize research works and to assist in furthering the licensing of technologies with the view to effecting their optimum employment in Russia and abroad;
- to represent and protect legal interests of its members at governmental bodies, public and other organizations in Russia and abroad;
- to cooperate with Licensing Executives Society International and licensing societies in other countries in the field of sharing of licensing experience.
2.2. In view of implementing the purposes and objectives stipulated by the present Constitution, the Organization may perform the following functions in compliance with the current law:
- to submit its proposals for drafting legislative acts in due order;
- to establish direct contacts with home and foreign corporate bodies and natural persons, governmental, intergovernmental and public organizations, to join international nongovernmental organizations, to conclude agreements on international cooperation, to participate in other activities which do not infringe the international obligations of the Russian Federation;
- to acquire and alienate funds, credits and other property in view of implementing the purposes and objectives stipulated by the Constitution and in compliance with the current Law of the Russian Federation;
- to establish funds, representative offices, subdivisions, as well as to engage into business operations with the view to fulfill the purposes and objectives stated by the Constitution and in compliance with the current Law;
- to arrange duly business trips of its members including business trips to foreign countries, with the purpose of participating in activities within the scope of the Organization;
- to perform other functions contributing to the achievement of the abovementioned purposes and objectives.

ARTICLE 3
PROPERTY, BUSINESS AND FINANCIAL ACTIVITIES OF THE ORGANIZATION

3.1. The Organization shall independently obtain fixed and circulating assets, possess its own property, enjoy the status of a self-sustained organization, enter into business operations under its own name, bear responsibility for its obligations with its property.
3.2. In compliance with the current Law the Organization may be engaged in the following activities:
- arranging legal and other consultations;
- acquiring and leasing land, buildings, constructions, houses, means of transportation, equipment, cultural, educational and health-care articles, funds, shares, other securities, intellectual objects, as well as other property, right of possession with respect to the abovementioned property, which may be required to support the activities of the Organization, as stipulated by the present Constitution;
- assigning some of its funds (as authorized funds) to the organizations which are newly established by the Organization and which have the status of a corporate body;
- participating in scientific and research and development programs in different fields of economy;
- participating in construction and engineering projects.
3.3. The sources of acquiring funds for the Organization are the following:
- admission fees;
- membership fees;
- special payments from the members of the Organization;
- voluntary donations from Russian and foreign persons, enterprises, firms, organizations, as well as public associations;
- income from business, publications, foreign trade operations and transactions of rights;
- revenues from lectures, exhibitions, lotteries, auctions and other actions held in compliance with the present Constitution;
- other revenues permitted by the Russian Federation Law.
The donations from the members of the Organization may be made in the form of money and property. The amounts of admission fees, membership fees and special payments are determined by the General Meeting of the Organization.
The funds of the Organization are its property.
3.4. All the funds acquired by the Organization will be used for achieving purposes and objectives of the Organization in compliance with the present Constitution.
3.5. The Organization may use bank credits for financing its programs.
3.6. The Organization may finance charity actions, scientific, economic and other activities related to the realization of the purposes and objectives of the Organization.
3.7. The Organization shall exercise control over the use of funds and property which is transferred by the Organization to other organizations, associations, institutions.
3.8. The Organization shall be responsible for its obligations with its property to which a claim may be made according to the current Law.
The Organization will not bear responsibility for the obligations of its members neither the members will bear responsibility for the obligations of the Organization.
3.9. The Organization will not bear responsibility for the obligations of the organizations for which the Organization is a founder, neither said organizations will bear responsibility for the obligations of the Organization.
3.10. The Organization will solely decide on the matters referring to its future development, business, foreign trade, financial and other activities.
3.11. The income of the Organization will be directed to the objectives stipulated by the Constitution and may not be distributed among the members of the Organization. The Organization will be engaged in foreign business operations and within such activity it will perform the following functions:
fulfill financial obligations of the Organization when joining Licensing Executives Society International as a Member Society;
participate in establishing joint ventures, including those with foreign partners;
act as a founder in establishing mass media institutions and publish and distribute publications in compliance with the Law on Mass Media;
participate in establishing investment companies and other investment institutions having the status of a corporate body;
participate in fairs, auctions and exhibitions;
initiate cultural and educational programs, including scientific and educational programs comprising lectures, seminars, conferences, educational courses.

ARTICLE 4
MEMBERS OF THE ORGANIZATION, THEIR RIGHTS AND OBLIGATIONS

4.1. A member of the Organization may be a natural person who is a citizen of the Russian Federation, of a foreign state, or a stateless person in compliance with the current Law, who admits and fulfills the Constitution, has paid admission fee and member fee.
4.2. A member is admitted to the Organization by a decision of the Council of the Organization on the basis of the personal written application. All members of the Organization enjoy equal rights.
4.3. The members of the Organization have the following rights:
to elect and to be elected into any leading or other body of the Organization;
to participate in any activity of the Organization;
to participate in drafting and approving the resolutions of the General Meeting, either directly or through his representatives;
to receive all information about the work of the Organization;
to submit any proposal into any body within the Organization on the matters related to its activities;
to leave the Organization voluntarily after having submitted a written application into the Council of the Organization.
4.4. A member of the Organization shall undertake the following responsibilities:
to comply with the Constitution and to implement the decisions of the leading bodies of the Organization;
to take every personal effort in achieving the purposes and objectives of the Organization;
to pay admission fee, membership fee and special fees.
4.5. In case a member of the Organization fails to fulfill his obligations under the present Constitution he may be expelled from the Organization. Such member will be expelled by a resolution of the Council of the Organization.

ARTICLE 5
THE LEADING BODIES OF THE ORGANIZATION, THEIR TERMS OF REFERENCE AND THE PROCEDURE FOR THE FORMATION OF SUCH BODIES

5.1. The chief leading organ of the Organization is the General Meeting of the members of the Organization. The General Meeting holds its sessions at least once a year.
The times and places at which such sessions are to be held are determined by the Council of the Organization. A special session of the General Meeting may be called by a decision of the Council of the Organization, provided that a proposal for such a session is supported by at least one-third of the members of the Organization, or if requested by the Auditing Commission.
5.2. The functions of the General Meeting are the following ones:
- to adopt the Constitution of the Organization, approve amendments and addenda thereto with further registration of such amendments and addenda in due order;
- to elect the Council of the Organization for a two-year term, which Council is eligible for re-election for a new term;
- to elect the President of the Organization for a two-year term, which President is eligible for re-election for a new term;
- to elect the Auditing Commission for a two-year term;
- to consider and approve reports of the Council of the Organization and those of the Auditing Commission;
- to take decisions on liquidation and reorganization of the Organization.
The decisions on the above matters are passed by an aggregate number of votes which is not less than two-thirds of the total number of the members of the Organization.
The General Meeting shall resolve any other matters related to the activities of the Organization.
5.3. The General Meeting shall be deemed to have a quorum in case it is attended by more than a half of the total number of the members of the Organization. The resolutions of the General Meeting are passed through open vote by a simple majority of votes present, except special matters stipulated by the present Constitution. The President presides at the sessions of the General Meeting.
5.4. During the periods between the sessions of the General Meeting the general management and control of affairs shall be vested to the Council of the Organization. The Council is in charge of any matter relating to the activities of the Organization and shall have power to solve any problem related to such activities, except the matters referred to the exclusive competence of the General Meeting.
The President of the Organization is an ex-officio member of the Council, the President appoints a Vice President, a Secretary and a Treasurer of the members of the Council. All members of the Council of the Organization shall be the citizens of the Russian Federation.
5.5. The meetings of the Council are held from time to time as required, but at least once in a three-months period. The meetings of the Council shall be deemed to have a quorum provided that they are attended by no less than a half of the total number of the members of the Council; the resolutions are passes by a simple majority of votes.
5.6. The functions of the Council of the Organization shall be the following ones:
- admitting new members into the Organization and expelling members therefrom;
- determining the amount of admission and membership fees, as well as the procedure and terms of payment thereof;
- establishing branches of the Organization and approving regulations thereon;
- submitting annual reports into the Justice Administration on the prolongation of the activities of the Organization specifying the actual address of its permanent leading body, the name of such body and data on chief executives;
- establishing intellectual, economic and other organizations and enterprises in compliance with the current legislation and the Constitution of the Organization;
taking part in managing and controlling their activities;
- managing the property and funds of the Organization;
- representing the Organization in governmental, public and other institutions;
- realizing the power of the Organization as a corporate body;
- developing and approving the regulations on the funds of the Organization and other documents regulating the activities of the Organization;
- establishing executive committees for routine operation of the Organization, determining their structures and functions;
- solving other problems within the scope of the Organization as stated in its Constitution.
5.7. The operation of the Council of the Organization is governed by the President.
5.8. The President performs the following functions:
- appoints the Vice President, the Secretary and the Treasurer of the members of the Council of the Organization;
- acts as a member of the Council of the Organization and manages its activities;
- presides at the sessions of the General Meeting and at the meetings of the Council of the Organization;
- proposes the problems to be considered at such sessions;
- acts on behalf of the Organization with respect to any natural person or corporate body;
- concludes agreements (including the international ones) and commits other legal acts, manages credits having the right of first signature with respect to any financial or legal document related to the activities of the Organization;
- represents the interests of the Organization in any matter related to the activities determined by the present Constitution, including financial and business operations;
- grants power of attorney, guarantees, furnishes securities on behalf of the Organization;
- employs and dismisses employees for the administrative bodies of the Organization, determines the conditions of their employment;
- maintains correspondence on behalf of the Organization, controls the implementation of the resolutions adopted by the General Meeting and by the Council of the Organization.
The Vice President represents the interests of the Organization within the powers determined by the President of the Organization.
5.9. The President of the Organization and the Council of the Organization will report of their activities to the General Meeting and will be responsible for the due performance of their functions related to the management of the Organization.

ARTICLE 6
THE AUDITING COMMISSION

6.1. The Auditing Commission of the Organization is elected by the General Meeting and comprises three members who shall audit financial and business activities of the Organization; the Commission shall be elected for a two-year period and shall report of its findings to the General Meeting.
The Auditing Commission shall elect the Chairman of its members.
6.2. The members of the Council of the Organization cannot be elected the members of the Auditing Commission.
6.3. The Auditing Commission shall conduct annual audits of financial and business activities of the Organization at least once a year and report of its findings to the General Meeting. Upon a decision of the General Meeting, audits of financial and business activities of the Organization may be conducted by contracting an independent auditing organization.

ARTICLE 7
THE PROCEDURE FOR ADOPTING AMENDMENTS AND ADDENDA TO THE CONSTITUTION

7.1. Any amendment or addendum to the Constitution shall be considered and adopted at the General Meeting followed by due registration procedure as required by the current Law.

ARTICLE 8
PROCEDURE FOR REORGANIZING A PUBLIC ORGANIZATION

8.1. A reorganization of the Organization may take place through merging, dividing, and joining some other organization, under a resolution of the General Meeting.
8.2. The reorganization of the Organization involves the transition of rights and obligations of the Organization to its successor using the procedure stipulated by the Russian Federation Civil Code.
8.3. The registration of the new public association formed as a result of the reorganization of the Organization shall be performed according to the procedure stipulated by the current Law.

ARTICLE 9
PROCEDURE FOR THE LIQUIDATION OF THE ORGANIZATION

9.1. Liquidation of the Organization shall be carried out by a resolution of the General Meeting, as well as by a court decision in the cases stipulated by the current Law of the Russian Federation.
9.2. In case the Organization is to go into liquidation, the General Meeting shall appoint a Liquidation Commission. Upon establishment of such Liquidation ommission it shall assume all powers related to the management of the Organization. The Liquidation Commission shall assess the property of the Organization, determine debtors and creditors of the Organization and make settlements with them, submit the liquidation balance for approval. The money raised after the realization of the property of the Organization, as well as the funds remained after settlements with banks and other creditor, shall be spent for the purposes stipulated by the Constitution and shall not be distributed among the members of the Organization.
9.3. A resolution on liquidation shall be submitted into the body which has registered the Organization, in order to delete the Organization from the uniform government register of corporate bodies.
9.4. The documents on the personnel of the Organization shall be deposited at governmental institutions in due order.