Charter

PUTIN'S CITY SUPPORTERS CLUB CHARTER

1. Introduction

1.1 Name
The name of the club shall be "PUTIN'S CITY SUPPORTERS CLUB" (the "Club").

1.2 Purpose
The purposes of the Club are to (a) promote the Russia and investments into Russia, (b) enhance the development of Russian industries and (c) establish and expand the market for Russian products. For such purposes, the Club shall conduct the following activities ("Purposes"):
i) provide useful information to companies that are interested in helping Russia;
ii) exchange ideas and share information concerning Russian industries among the Club's members, subject to the antitrust policy issued by the Management Meeting; and
iii) promote Russian products.

1.3 Place of Business
The principal office of the Club initially shall be located in London, UK. The Management Meeting, pursuant to Article 3.3, may move location of the principal office from time to time.

2. Membership

2.1 Membership and Classes of Membership
Membership in the Club is open to any individual, company or organization that is, or will be, engaged in the development and/or manufacture products in Russia, agrees to the purposes of the Club stated in Article 1.2, submits the completed application form to the Secretary Office, and pays the prescribed membership fees ("Member"). The Club shall have the following three (3) classes of membership:

2.1.1 Associate Membership
Associate Members shall not be entitled to vote at the General Meeting.

2.1.2 General Membership
General Members shall be entitled to vote at the General Meeting.

2.1.3 Managing Membership
Managing Members shall be elected from among the General Members at the General Meeting to comprise the Management Meeting and manage the Club. The Management Meeting shall consist of no more than two (2) Managing Members. The term of office of the Managing Members shall be two (2) years. The Managing Members for the initial term of two (2) years shall be AudioBooksForFree.com Limited.

2.2 Membership Fee
The annual membership fees specified below shall be paid by Members by the end of April for the applicable fiscal year. Those Members who join the Club on or after October 1 shall be entitled to a reduction of the annual membership fees for the first fiscal year to one half. Membership fees shall be non-refundable.
Associate Member: $10USD
General Member: $50USD
Managing Member: $200USD

2.3 Subsidiaries
Any subsidiary company more than fifty percent (50%) of whose voting rights a Member owns or controls directly or indirectly ("Subsidiary") shall be included in the membership for the Member. A Subsidiary, if it wishes, can also become an independent Member by paying a separate membership fee; however, the voting rights at the General Meeting and Management Meeting shall be held by the parent Member exclusively unless it is approved by the Management Meeting that such Subsidiary shall have its own voting rights, taking into consideration whether such Subsidiary is substantially independent from its parent Member.

2.4 Withdrawal from Membership
Members may withdraw from membership in the Club at any time upon thirty (30) days' prior written notice to the Secretary Office.

2.5 Termination of Membership
Membership in the Club shall be terminated in the event that the Management Meeting confirms that any of the following events have occurred:

2.5.1
Such Member is more than ninety (90) days in default of payment of the annual membership fees after issuance of the invoice by the Secretary Office; or

2.5.2
Such Member has materially breached the terms and conditions of this Charter, and has not cured such breach within a reasonable period after receiving a written notice thereof by the Secretary Office.

2.6 Use of Names
Unless otherwise notified by each Member in the application form or in any other form designated by the Secretary Office, the member is deemed to allow the Club to use its company name or organization name in the Club's membership lists for the purpose of promoting the Club and/or the Russian industries.

 

3. Organization

3.1 Organization Structure
The Club shall be composed of the General Meeting, Management Meeting, Secretary Office, Auditor, and any other organization approved by the Management Meeting.

3.2 General Meeting

3.2.1 Objectives
A General Meeting of the Club shall be convened once every fiscal year upon the call of the Management Meeting. At each General Meeting, a summary of the Club's activities and an annual statement of the Club's accounts during the past year shall be reported by the Management Meeting. In addition, an annual statement of the financial accounts of the Club during the past year and the budget for the next year's activities shall be approved. Any additional General Meetings shall be convened whenever deemed necessary by the Management Meeting. All Members shall be entitled to attend and participate in discussions at the General Meeting, and notice of the General Meeting shall be sent at least thirty (30) days prior to the General Meetings.

3.2.2 Chairman
The Chair Company shall preside over the General Meeting as a chairman.

3.2.3 Resolutions
Unless otherwise provided in this Charter, all resolutions of a General Meeting shall be adopted by a majority of the voting rights of the General Members and Managing Members present in person or by proxy at such General Meeting, provided that the Members representing a majority of the voting rights of all the General Members and Managing Members are present at such General Meeting.

3.3 Management Meeting

3.3.1 Objective
The Management Meeting shall serve as the executive body of the Club and shall have the authority to decide on the organization, policies and any other matters with respect to the operation of the Club. A Management Meeting shall be convened upon the call of the Chair Company. Notice of the Management Meeting shall be sent by the Secretary Office to all Managing Members at least fifteen (15) days prior to the Management Meeting.

3.3.2 Resolutions
Unless otherwise provided in this Charter, all resolutions of a Management Meeting shall be adopted by a majority of the voting rights of the Managing Members casting a yes or no vote on each matter, provided that the number of yes votes shall be at least one-third of the voting rights of all Managing Members.

3.3.3 Chair Company, Vice-Chair Company
One (1) Chair Company and two (2) Vice-Chair Companies shall be elected from among the Managing Members by the majority vote of the Managing Members. The Chair Company shall serve as chairman of the General Meeting and Management Meeting. In case the Chair Company is not able to act in such capacity, one of the Vice-Chair Companies shall act in place of the Chair Company. The term of office of the Chair Company and Vice-Chair Company shall be two (2) years. .

3.3.4 Participation of General Members in Management Meetings
The Management Meeting may invite any General Member(s) as it deems appropriate, in its sole discretion, for discussion purposes at the Management Meeting; however, no such invited General Member shall have any voting rights at the Management Meeting.

3.4 Secretary Office
The Club shall have a Secretary Office. The Secretary Office shall make arrangements for the Club's meetings, including the General Meetings and Management Meetings, make and keep minutes and records of the meetings, handle accounting matters of the Club, and perform other clerical and general administrative work related to activities of the Club. The Management Meeting shall appoint a Managing Member or a General Member, as it deems appropriate in its sole discretion, to manage the Secretary Office. The term of office of the Secretary Office shall be two (2) years.

3.5 Auditor
The Management Meeting shall appoint a Managing Member or a General Member, as it deems appropriate in its sole discretion, to audit the financial accounts of the Club (the "Auditor"). The term of office of the Auditor shall be two (2) years.

 

4. Accounting

4.1 Fiscal Year
The fiscal year of the Club shall be from the April 1 of each year through March 31 of the following year.

4.2 Additional Fees
Operations of the Club shall be financed by the annual membership fees of the Members. If any expense shall be necessary for a particular activity, additional fees shall be collected from the Members that agree to pay the extra fees for the activity.

 

5. General Provisions

5.1 Compliance with Laws
The Club and its Members will conduct all activities relating to the Club in strict compliance with all applicable laws and regulations, including all applicable antitrust laws. An antitrust policy shall be issued by the Management Meeting and shall be strictly observed by all Members.

5.2 No Restriction
All Members shall, in the activities of the Club, comply with this Charter and act to serve the purpose of the Club; provided, however, that no Member shall be required to support Russia to the exclusion of other countries.

5.3 Non-Confidentiality
Unless otherwise determined at the Management Meeting, no Member shall have any obligation to keep any information disclosed by other Members confidential.

 

6. Amendments to the Charter

Notwithstanding the provisions of Article 3.3.2, the amendment of this Charter shall require a majority of the voting rights of the Managing Members casting a yes or no vote, provided that the number of yes votes shall be at least two-thirds of the voting rights of the Managing Members.

 

7. Supplementary Provisions

This Charter shall become effective as of December 01, 2018.

 

 

 

 
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