Valid Charter for the Union of Consulting Psychologists and Psychotherapists

 

1. General provisions

1.1. Union of consulting psychologists and psychotherapists (hereinafter referred to as the Union) has been founded in accordance with the Civil Code of the Russian Federation, “Concerning Non-Commercial Organizations” federal law and other laws and regulations of the Russian Federation.

1.2. Full name of the Union in the English language is the Union of Consulting Psychologists and Psychotherapists.

1.3. Short name of the Union in the English language is CPP Union.

1.4. Location of the Union: Armyansky pereulok 9, bld 1, Moscow, Russian Federation.

 

2. Legal status of the Union

2.1. Legal status of the Union shall be determined by the Civil Code of the Russian Federation, “Concerning Non-Commercial Organizations” federal law, other laws and regulations of the Russian Federation as well as by this Charter.

2.2. The Union is a legal entity from the day of its state registration.

2.3. The Union is a non-commercial corporate organization having no main purpose of its activity as making profit and it does not distribute earned profit among Union members.

2.4. The Union is in ownership of segregated property booked on its independent balance, it may appropriate in its own name and exercise property and nonproperty rights, be under obligations, act as plaintiff and defendant in the court.

2.5. The Union shall be entitled as provided to set up accounts in the banks on the terrritory of the Russian Federation and beyond.

2.6. The Union shall be liable for the full extent of its assets. The Union shall not be liable for obligations of its members. Union members shall be subsidiarily liable for Union obligations in the amount of the paid registration fee.

2.7. The Union has a company seal having its full name in the Russian language. The Union shall be entitled to have stamps and forms with its name.

2.8. To achieve goals provided by this Charter the Union shall be entitled to take part in other legal entities as in accordance with the legislation of the Russian Federation as well as to set up other legal entities, join associations and unions.

2.9. The Union shall not interfere with the economic activity of the Union members.

2.10. The Union has been established for an indefinite duration.

 

3. Union purpose and scope of activities

3.1. Main purpose of the Union activity is to unite consulting psychologists and psychotherapists to coordinate their professional and scientific activity, as well as to act for and defend professional interests of the Union members as pertaining to psychotherapy (non-medical) and psychology.

3.2. To achieve the goal stated in item 3.1. of this Charter, the Union exercises the following scope of operations:

• organizes and holds different activities related to psychotherapy, psychology and counseling by way of conferences, lectures, seminars, trainings, counselling and other activities with the invlovement of leading Russian and foreign experts, held both in a traditional format and with a wide use of modern means of communication and Internet;
• provides organizational, research and information, methodic, legal and other help to Union members related to their professional and scientific activities;
• participates in different international, federal, regional and other programs and events devoted to vital questions of psyhotherapy and psychology;
• assists in further training of Union members, developing and extending special knowledge and practical skills;
• provides counselling assistance to Union members related to legal issues and professional ethics as in accordance with the Charter purpose of the Union;
• assists in perfecting of rendering of psychological and psychotherapeutic aid to people;
• assists in public control over quality and organization of psychotherapeutic aid to people;
• assists in development and realization of special diagnostic and therapeutic methods and techniques related to psychological counseling and non-medical psychotherapy;
• assists in development and realization of special personality development programs;
• assists in development of further training programs for specialists related to psychotherpay, psychology and psychological counseling;
• assists in conducting scientific, project and applied research and development related to psychotherapy and psychology;
• assists in organizing and conducting therapeutic, preventive and health promoting activities;
• cooperates, exchanges experience with Russian and foreign organizations and private individuals,  sending to that effect on business trips members of organization, as well as hosting individuals and entities representatives;
• cooperates with mass media as in accordance with the Charter purpose of the Union;
• realizes publishing activities to issue magazines, newspapers, collections of articles, monographies, almanacs, bulletins, reporters, reference-books, textbooks of methods etc.;
• assists in scholarly work, preparation of theses, monographies and other scholarly papers as in accordance with the Charter purpose of the Union.

3.3. To carry out activities the Union shall be entitled to establish business entities and partnership companies and (or) participate in them, involve on contractural terms designated companies and other qualified specialists including experts.

 

4. Membership in the Union, rights and obligations of Union members

4.1. Union members shall be its Founders as well as other legally capable individuals – citizens of the Russian Federation, foreign citizens and individuals without citizenship legally present in the Russian Federation, who joined the Union after Union establishment pursuant to the terms and procedures provided by this Charter.

4.1.1. Members of the Union may be fully legally capable citizens – citizens of the Russian Federation, foreign citizens and individuals without citizenship legally present in the Russian Federation that share the goals of the Union and acknowledge the Charter. Union Management Board shall be entitled to approve the list of criteria to be admitted as a member of the Union.

4.2. The procedure for admission to the Union membership:

4.2.1. Union candidate member shall apply in writing to the President of the Union.

4.2.2. New member shall be admitted to the Union within 3 (three) months as from the date of provision of the corresponding statement on the decision of the Union Management Board.

4.2.3. Union Management Board decision on either granting or rejecting membership to the Union Candidate member shall be communicated to the Candidate member within 1 (one) month after the decision;

4.2.4. New Union member shall be entitled to pay registration and annual fees within ten working days once the decision about granting the Union membership is taken. In case of non-payment of the stipulated fees Union member might be excluded from Union membership.

4.2.5. Union Candidate member shall gain the rights and bear obligations of Union member as of the date of the Union Management Board decision to grant him Union membership.

4.3. Union member shall have the right:

1) to take part in the Union management pursuant to the procedures established by law and this Charter;

2) to get information about Union activities and get familiar with accounting and other documentation as in accordance with procedures prescribed by law and by this Charter;

3) to appeal against decisions of Union bodies entailing civil law consequences, as in accordance with the procedures prescribed by the law;

4) to go against bargains settled by the Union and to seek damages as in accordance with the procedures prescribed by the law;

5) to use services rendered by the Union on a par with its other members free of charge unless otherwise provided  by law;

6) to withdraw Union membership at its own discretion; should this be the case, Union member shall be held vicariously liable for its obligations proportionally to his fee within two years as from the withdrawal;

7) to exercise other rights provided by the law and by this Charter pursuant to the procedures established by the Union Charter.

4.4. Union members shall be obliged:

1) to take part in the constitution of the Union assets to the extent provided by this Charter as in accordance with the legislation in power;

2) not to disclose confidential information about Union activity;

3) to take part in taking decisions should this participation be necessary to take such decisions as in accordance with the applicable legislation and (or) this Charter;

4) not to take actions deliberately aimed at inflicting harm to the Union  of which this member is a part;

5) to pay membership fees provided by this Charter;

6) to make additional asset contribution as per the decision of the General meeting of the Union members.

4.5. Union members shall be held vicariously liable for Union obligations in the amount of the paid registration fee.

4.6. Union member might be excluded from the Union in the following cases subject to the decision of the Union Management Board:

- violation of the terms and order of the membership fees by the Union member;

- non-fulfillment by the Union member of the requirements of this Charter;

- non-fulfillment of the Union governing bodies' decisions made within their competence;

- Union member non-compliance with the requirements imposed on Union members.

4.7. Decision on the expulsion of the member from the Union made by Union Management Board shall be communicated to the Union member within 30 days as of the date it had been made.

4.8. Union member shall be considered excluded and shall quit taking advantage of the rights and bear obligations as in accordance with this Charter immediately after the decision on the expulsion is made by the Union Management Board.

4.9. Union member shall be entitled to withdraw from the Union at his own discretion. In case of voluntary withdrawal from the Union the member shall be obliged to forward his notification on the withdrawal by registered mail with recorded delivery to the Union address.

Once member is excluded from the Union all the rights and obligations of the Union member provided by this Charter shall cease to be effective.

4.10. Union member who withdrew or was excluded from the Union shall not get back registration and membership fees as well as other contributions to the Union assets paid prior to the decision on the exclusion from the Union or prior to the withdrawal from the Union.

4.11. Should Union member be reorganized in the way of merging, consolidation or transformation all the rights and obligations of Union member shall pass on to the successor. Should this be the case an additional decision on the admission to membership as well as payment of registration fee shall not be applicable.

4.12. Should Union member be reorganized in the way of split-up or spin-off all the rights and obligations of the Union member shall be transferred to one of the successors as in accordance with the dividing balance sheet. Should this be the case an additional decision on the admission to membership of the successor to whom the rights and obligations of the Union member had been transferred as well as payment of registration fee shall not be applicable.

Other successors of the Union member to whom the rights and obligations of the Union member had not been transferred according to the dividing balance sheet shall be entitled to join the Union according to the standard procedure as per the order provided by this Charter.

4.13. Should Union member be liquidated its Union membership shall be terminated.

 

5. Union Management Bodies

5.1. Union management bodies shall be:

- General Meeting of members (highest management body);

- Union Management Board (governing board);

- President of the Union (sole executive body).

 

6. General Meeting of Union members

6.1. Highest management body of the Union shall be the General Meeting of Union members.

Main function of the General Meeting of the Union members shall be observing Union goals for the benefit of which it had been created.

6.2. Exclusive matters reserved to the General Meeting of the Union members shall be the following:

6.2.1.  Definition of prioritized directions of Union activity, principles of constitution and use of the assets;

6.2.2.  Approval and change of the Union Charter;

6.2.3.  Election of Union Management Board members and early termination of their powers as well as definition of the quantitative representation of the Union Management Board;

6.2.4.  Election of the President and Vice-President of the Union and early termination of their powers;

6.2.5.  Election of the Inspector and appointing of the auditing organization or an individual auditor (professional audiotor) of the Union;

6.2.6.  Approval of the annual reports and accounting (financial) records of the Union;

6.2.7.  Decision making on creation of the other legal entities by the Union;

6.2.8.  Decision making on Union participation in other legal entities, on creation of branches and on opening of Union representative offices;

6.2.9.  Decision making on reorganization or liquidation of the Union, on appointing of the liquidation committee (liquidator) and on approval of the liquidation balance-sheet;

6.2.10.  Decision making on the procedures to determine the amount and ways of membership fees payment;

6.2.11.  Decision making on additional asset contributions of the Union members;

6.2.12.  Definition of the procedures to admit to Union membership or to exclude from Union membership;

6.2.13.  Approval of the Regulation on the Union membership;

6.2.14.  Decision making on other items attributed by the Federal law and this Charter to the competence of the General Meeting of the Union members.

6.3. Items attributed to the competence of the General Meeting of the Union members shall not be transferred for the decision to the Management or to the President of the Union.

General Meeting of Union members shall not be entitled to deal with and make decisions on the issues that are not attributed to its competence by the Charter.

6.4. Subjects mentioned in items 6.2.1 - 6.2.13 of this Charter shall be attributed to the exclusive competence of the General Meeting and shall be addressed by the qualified majority of a two-thirds vote of the Union members present at the General Meeting of the Union members.

Decisions of the General Meeting of the Union members on other items related to its competence shall be made by a simple majority of votes of the Union members present at the General Meeting of Union members unless otherwise provided for the decision making by this Charter.

6.5. At the General Meeting of Union members each Union member shall have one vote.

6.6. General Meeting of Union members shall not be entitled to make decisions on subjects that are not included in the agenda of the General Meeting of Union members as well as to change the agenda approved by the Union Management Board including wording of individual issues and draft resolutions on them.

6.7. Convening the General Meeting and preparation to hold the General Meeting shall be done by the Union Management Board.

6.8. When holding the General Meeting of the Union members, those present at the Meeting Union members shall be considered as the ones who took part at the Meeting.

6.9. General Meeting of Union members shall be legally qualified (have a quorum) with the over the half Union members present.

Quorum on the expulsion from the Union membership shall be determined without the Union member whose expulsion from the Union is put to the vote.

6.10. Regular General Meeting of the Union members shall be held at least once a year.

6.11. Extraordinary General Meeting of Union members shall be held following the decision of Union Management Board based on its own initiative, upon request of Union members comprising at least 10 per cent of the aggregate membership.

6.12. President of the Union shall exercise the functions of the Chairman of the General Meeting of Union members.

6.13. President of the Union shall appoint the secretary  of the General Meeting of Union members.

6.14. Secretary of the General Meeting shall exercise the following functions:

- register Union members to participate in the General Meeting;

- check credentials and register individuals present at the General Meeting;

- determines the quorum of the General Meeting;

- exercises other functions related to the holding of the General Meeting of Union members entrusted to him by the President of the Union.

6.15. Other issues related to the convocation and holding of the General Meeting of Union members shall be regulated by the decisions of Union Management Board.

 

7. Union Management Board

7.1. The following issues shall be related to the competence of Union Management Board:

1) Submission for approval to the General Meeting of Union members of the annual report and annual accounting balance of the Union;

2) Making decisions on the admittance of the new member to the Union and on the expulsion of the members from the Union;

3) Making decisions on the amounts of registration and memebrship fees;

4) Preliminary approval of the Regulation on Union membership as a recommendation for the General Meeting of Union members;

5) Making decisions on creation of committees and working groups, appointment of their leaders;

6) Development of annual work plans of the Union;

7) Approval of Union financial plan and its altering;

8) Approval of programs (projects) to be realized by the Union as in accordance with the goals and types of Union activities as well as in accordance with the lines of activities approved by the General Meeting of Union members as the priority;

9) Approval of the list of positions of Union members whose nominees shall be approved by Union Management Board as well as approval of these candidates;

10) Approval of managers of branches and Union representative offices;

11) Approval of Regulations on branches and Union representative offices;

12) Making decisions on convening of the General Meeting of Union members;

13) Making decisions on conducting an extraordinary audit by the Inspector on the financial and economic activities of the Union;

14) Suggesting candidates for the positions of Union Management Board members and President of the Union;

15) Approval of deals provided by Article 27 of the Federal law called “Concerning Non-Commercial Organizations”;

16) Reviewing the reports of the Union President on Union activities, on implementation of the decisions of the General Meeting of Union members;

17) Maintaining Union members register;

18) Making decisions on other issues related to the competence of Union Management Board by this Charter as well as other questions that are beyond the competence of other bodies of the Union.

7.2. Quantitative representation of Union Management Board shall be determined by the General Meeting of Union members and shall be comprised of at least 2 (two) members – fully legally capable individuals. Individuals elected to Union Management Board might be re-elected for an unlimited number of times. President of the Union by its position shall be part of Union Management Board.

7.3. The Union's Board members are elected by the General Meeting of Union members for a period of 5 (five) years.

7.4. Union Management Board member powers might be terminated early as per the decision of the General Meeting of Union members or following a written notification from Union Management Board member addressed to the President of the Union on withdrawal from the Union Management Board.

7.5. President of the Union organizes Management work, convenes Union Management Board meetings, presides over meetings, sets up taking of minutes.

7.6. Union Management Board meetings shall be held as and when necessary but at least once every three months. Union Management Board meetings shall be called by the President of the Union upon his own initiative or upon the initiative of one of the Management members.

7.7. Union Management Board quorum shall be at least half of the total number of Union Management Board members.

7.8. In dealing with matters at the Union Management Board meetings each Union Management Board member shall have one vote.

7.9. Union Management Board decisions on the issues related to its competence shall be made by the majority of votes of Union Management Board members present at the meeting.

7.10. Union Management Board members shall fulfil their duties free of charge. As per the Union Management Board decision costs related to them exercising the functions of Union Management Board members may be compensated.

 

8. President of the Union

8.1. Day-to-day management of the Union shall be performed by the President of the Union (hereinafter referred to as the President). President shall report to the General Meeting of Union members. President shall be elected by the General Meeting of Union members for a period of 5 (five) years. One and the same person might be elected for the position of the President unlimitied number of times.

8.2. The President shall:

1) Act in the name of the Union without the power of attorney and shall represent the interests of the Union when dealing with state, non-governmental and other organizations;

2) Implement decisions made by the General Meeting of Union and Union Management Board members;

3) Issue powers of attorney and take other legal steps in the name of the Union;

4) Sign labor agreements with Union members;

5) Exercise rights and obligations of the employer pertaining to Union members;

6) Employ disciplinary penalties and incentives to Union members as in accordanve with the legislation of the Russian Federation;

7) Communicate decisions made by the General Meeting of Union members and Union Management Board to the Union members;

8) Prepare and submit for consideration to the Union Management Board an annual report, report on the execution of decisions of the General Meeting of Union members and Union Management Board as well as a financial budget draft;

9) Form current and long-range Union business plans and submit them for approval to the Union Management Board;

10) Provide security of the Union including protection of Union interests against unlawful acts of legal entities and individuals, protection of information containing commercial secrets as well as dealing with the issues related to information security;

11) Arrange accounting record-keeping and submit paperwork applicable by the legislation of the Russian Federation;

12) Deal with the other matters related to day-to-day Union management with the exception of cases attributed to the competence of the General Meeting of Union members and Union Management Board.

8.3. While exercising rights and obligations the President shall be entitled to act in the best interest of the Union, exercising rights and obligations with regard to the Union reasonably and in good faith.

8.4. President shall be liable to the Union in damages incurred due to his wrongful acts (lack of action) subject to cases provided by the legislation of the Russian Federation and labor agreements signed with him.

8.5. Vice-president shall be elected by the General meeting of Union members for a period of 5 (five) years.  One and the same person might be elected for the position of the Vice-President unlimitied number of times.

8.6. Vice-President shall act in the name of the Union without the power of attorney and represent  the interests of the Union when dealing with state and other bodies and organizations including foreign ones. Vice-President shall substitute the President of the Union in his absence. Vice-President shall report to the General Meeting of Union members. Vice-President shall be liable to the Union for the results and lawfulness of his actions.

8.7. Following the decision made by the General Meeting of Union members other special powers might be assigned to the Vice-President of the Union.

 

9. Union Inspector

9.1. Following the decision of the General Meeting of the Union members an Inspector might be elected among Union members for the period determined by this Meeting to inspect financial and economic activity of the Union.

9.2. Management Board members, President of the Union and Vice-President might not elected for the position of the Inspector.

9.3. Inspector shall inspect financial and economic activity of the Union and provide report to the next session of the General meeting.

9.4. Inspector powers might be terminated early following the decision of the General Meeting of Union members or by own notification.

9.5. The order of financial and economic inspection of the Union activity shall be determined by the Inspector himself.

9.6. As per written request during inspection Union members, President and Union Management Board members shall be entitled to provide documentation and (or) clarifications at the time specified in the request.

9.7. Union Management Board may schedule a special inspection of the financial and economic activity of the Union to be executred by the Inspector for the period determined by the Board. Management Board shall be entitled to make a decision on carrying out a special inspection of financial and economic activity of the Union subject to a written request of at least 1/3 of Union members.

9.8. Inspector shall be entitled to draw up a report based on the results of the inspection of financial and economic activity of the Union.

9.9. The report on the results of the special inspection shall be provided by the Inspector to:

General Meeting of Union members – should the decision on the inspection be made by Management Board following the request of at least 1/3 of Union members;

Union Management Board – subject to other cases.

 

10. Sources to generate Union assets

10.1. Sources to generate Union assets in money or other forms shall be:

- registration (nonrecurrent) and current (reccurent) fees of Union members;

- willful asset contributions and donations;

- dividends (earnings, interest) received from shares, bonds and other securities and deposits;

- income received from Union property;

- other returns not contradicting the legislation of the Russian Federation.

10.2. Recurrent earnings of the members shall be generated once a year in the amount and within the time limit set by the General Meeting of the Union members.

10.3. The Union may conduct entrepreneural activity only insofar as it serves achieving objectives it had been created for and corresponds to the specified objectives subject to this activity to be mentioned in this Charter. The Union shall be entitled to conduct the following entrepreneural activity: interest-bearing production of goods and services meeting the purposes of Union establishment, acquisition and conversion of securities, property and non-property rights, participation in business entities and in trust partnerships as a limited partner.

 

11. Union branches and representative offices

11.1. Union shall be entitled to establish branches and open representative offices in the Russian Federation.

11.2. Union branches and representative offices shall not be legal entities, they shall act in the name of the Union following the provisions approved by the Union.

11.3. Union branches and representative offices shall act in the name of the Union.

11.4. Union branches and representative offices shall be vested with property to be booked in their separate balances and in the balance of the Union.

11.5. Branches managers and Union representative offices shall act under Power of Attorney issued by the Union.

11.6. Union shall be liable for the activity of its branches and representaive offices.

 

12. Union bookkeeping and accounting

12.1. Union shall keep accounting and statistic records as in accordance with the legislation of the Russian Federation.

12.2. Union shall provide information on its activity to the government statistic agencies and tax authorities as in accordance with the legislation of the Russian Federation.

12.3. President shall be liable for the organization, state and validity of Union accounting records, timely provision of the financial records to the corresponding state bodies as well as providing Union members with the information on the Union activity as in accordance with the legislation of the Russian Federation and with this Charter.

12.4. As per the decision of the General Meeting of Union members an auditing firm or an individual auditor (professional auditor) of the Union might be appointed to conduct accounting (financial) records inspection.

 

13.  Keeping Union records. Provision of information by the Union

13.1. The Union shall be entitled to keep the following documents:

1) Union Charter, founders Agreement;

2) Documents confirming Union rights on the property in its balance;

3) Documents approved by Union management bodies;

4) Provisions on Union branches and representative offices;

5) Union annual financial reports;

6) Bookkeeping records;

7) Financial records provided to the corresponding state agencies;

8) Meeting minutes of General Meetings of Union members, Union Management Board meetings;

9) Other documents provided by the legislation of the Russian Federation, by this Charter and by internal documents of the Union.

13.2. The Union shall the documents provided by item 13.1. of this Charter at the location of the Union.

13.3. In case of re-organization of the Union all documents shall be passed to the successor as in accordance with the established procedure.

13.4. The Union shall provide Union members with the access to the following documents:

- Union founding documents,

- internal provisions approved by Union Management Board; meeting minutes of General Meetings of Union members;

- meeting minutes of Union Management Board meetings;

- conclusions of the Inspector, auditing firm or individual auditor (professional auditor) of the Union.

13.5. As per Union member request the Union shall be entitled to provide this member in return for a fee with the copies of the documents as per item 13.4 of this Charter and other Union documents provided by the legislation of the Russian Federation.

The amount of the fee shall be determined by the President of the Union and shall not exceed the cost of documents copying and payment of expenses related sending the documents by regular mail.

 

14. Procedure to introduce amendments to the Charter of the Union

14.1. Changes introduced to the Charter of the Union shall be approved as per item 6.4. of this Charter and shall be the subject of state registration.

14.2. Changes introduced to the Union Charter shall become effective on the date of their state registration.

 

15. Reorganization and liquidation of the Union

15.1. The Union might be reorganized following the procedure provided by the legislation of the Russia Federation.

15.2. Union reorganization might be effected in the form of consolidation, merger, split-up, spin-off and transformation. Union might be transformed in the social organization, independent non-profit organization or a fund.

15.3. The Union shall be deemed as reorganized except in cases of reorganization in the form of a merger on the date of state registration of a recent organization (organizations).

15.4. The Union might be liquidated as per the decision of the General Meeting of Union members or following the decision of the court as in accordance with the procedures provided by the legislation of the Russian Federation and by this Charter.

15.5. Liquidation of the Union shall be effected by a liquidation committee (liquidator) formed by a body that made a decision on Union liquidation. Powers on Union activity management shall be passed to the liquidation committee (liquidator) immediately upon its assignment.  Liquidation committee (liquidator) shall appear in court in the name of liquidating Union.

15.6. Upon Union liquidation all settlements with creditors shall be effected as in accordance with the legislation of the Russian Federaion.

Upon Union liquidation property remaining after meeting the requirements of creditors shall not be subject to distribution among Union members.

15.7. All Union documents (management, financial and economic, personnel etc.) shall be passed as in accordance with the established procedure to the corporate successor or in its absence to be stored in the state archive.

15.8. Union liquidation shall be considered complete and the Union no longer existing on the date of making a relevant entry in the Unified State Register of Legal Entities.