Russian non-commercial association SOJUZUPAK

ARTICLE 1. Legal status

1.1 In accordance with the Russian legislation and other normative documents the Union of the manufacturers and consumers of packages and packaging products hereinafter referred to as "the Union" has been established.

1.2 "The Union" is a non-profit Association of juridical persons approving the objects and purposes of this Association. "The Union" doesn't aim at profit.

1.3 The full name of the Union in Russian is "Союз производителей и потребителей тарной и упаковочной продукции".

1.4 The abbreviated name of the Union in Russian is "СОЮЗУПАК".

1.5 The full legal name of the Union in English is "The Union of the manufacturers and consumers of packages and packaging products''.

1.6 The abbreviated name of the Union in English is SOJUZUPAK

1.7 The residence (legal address) of the Union: 107807, Moscow Sadovaya-Spasskaya 18.

1.8 From the moment of its registration in established order the Union is a juridical person.

On its behalf the Union has the right to conclude agreements, to possess property and non-property personal rights and obligations, to be plaintiff and defendant in courts, arbitrations and arbitration tribunal.

The Union has a seal in the form of a circle, a stamp and forms with its own name and emblem bearing the name of the Association both in Russian and in English, in full and abbreviated form, and also a stylized trade mark.

The Union acts in accordance with the acting legislation and also with the Founders' Agreement and the present Charter.

1.9 The Union's promoters are:

1) The Company Ltd. of the magazine "Tara i upakovka", Moscow

2) The Company Ltd. "UPAK", Moscow

3) The Joint-Stock Company "Polymercontainer", Novomoskovsk, Tula Region;

4) The Joint-Stock Company "Segeshabumprom", Segesha, the Karelian Republic;

5) The Company Ltd. "Universal Packaging", Moscow;

6) The Association of the automatic identification "Uniscan", Moscow;

7) The Joint-Stock Company "The Moscow confectionery factory "Krasnyi Oktiabr", Moscow;

8) The Company Ltd. "Flexo", Moscow;

9) The Joint-Stock Company "Packaging machinery", Voronezh;

10) The Company Ltd. "GOTEK", Zheleznogorsk, the Kursk Region;

11) The Joint-Stock Company "Union", Moscow.

ARTICLE 2. Objects and purposes of the Union

2.1 Objects of the Union's activities are:

2.1.1 Promoting the creation of the modern packaging industry and on its base of high-quality ecological safe packaging providing for preservation, economy and high consumer properties of production, for its competition power on the domestic and foreign market.

2.1.2 Protecting the legitimate rights of all members of the Union, i.e. manufacturers and consumers of packages and packaging products.

2.2 Purposes of the Union are:

2.2.1 Developing scientific, industrial and economical connections between manufacturers and consumers of packages and packaging from various industry branches of Russia and foreign countries.

2.2.2 Rendering assistance to the enterprises and organizations manufacturing and consuming modem packages and packaging means, package materials, machinery for their production, containerization means and also organizing the scientific-methodical and information service.

2.2.3 Combining efforts on voluntary lines of managers businessmen, scientists, practical specialists and also industrial, scientific, designing financial and commercial enterprises interested in the production and consumption of packaging products irrespective of their subordination and kind of property.

2.2.4 Carrying out and organizing the investigations aimed at the development of scientific and technical designs in packaging area.

2.2.5 Representing the interests of its members in state and public bodies and organizations.

2.2.6 Promoting the manufacture of packages, packaging means and providing of consumers with these means.

2.2.7 Developing and maintaining automated and unified data banks and rendering services necessary for a more effective integration of the packaging industry with other industry branches and also with international industrial structures.

2.2.8 Preparing and publishing periodical editions, reference books, textbooks and special materials; organizing packaging seminars and conferences, national and international exhibitions and competitions aimed at the uplifting of a standard of vocational education of specialists and at the popularization of scientific and practical knowledge in packaging area.

2.2.9 Organizing the training of specialists members of the Union and their work on probation both in Russia and in other countries.

2.2.10 Rendering services in marketing, advertising and consulting

2.2.11 Establishing and developing international contacts in packaging area and in foreign trade activities.

ARTICLE 3. The property of the Union

Rights and duties of the Union

3.1 The Union has the right to use and also to access buildings, constructions, stock, property of cultural and educational establishments and sanitation institutions, transport means, money, shares and other securities, another property necessary for the maintenance of the activities under the present Charter.

The Union acts in accordance with the law and can found and purchase enterprises, share in joint ventures and companies if it is necessary or carrying out the activities under the present Charter.

Sources for establishing the property

3.2 The property of the Union is established through:

a) free-will contributions and donations of juridical and natural persons;

b) receipts from organizing lectures, conferences, seminars, symposia, schools for progressive methods, exhibitions, competitions and other arrangements;

c) incomes from the economic and publishing activities:

d) deductions from profit of enterprises belonging to the Union completely or partially, from profit of companies and also share of profits received in the course of joint activities without appearing a juridical person;

e) registration fees and other payments made by the Union's members;

f) other contributions, not banned by the law.

Expenditure of money

3.3 The money of the Union is spent on:

a) purchasing the property necessary for the Union's activities;

b) carrying out the activities under the present Charter;

3.4. The Union may nave a running account and a foreign currency account in bank institutions

3.5 Profits of the Union are used for the charter purposes of the Union and are not subject to the redistribution among the promoters and other persons.

Responsibility for property

3.6. The Union bears responsibility for all its obligations by its own property.

The Union doesn't bear responsibility for obligations of the state.

The Union is responsible for obligations of its branch offices, departments not having rights of a juridical person and acting on behalf of the Union. The afore-said branch offices, departments bear responsibility for obligations of the Union. Enterprises founded by the Union or in co-operation with the Union that have rights of a juridical person are not responsible for obligations of the Union. The Union bears responsibility for obligations of such enterprises in accordance with the procedure established in foundation documents.

The Union is not responsible for obligations of its members.

The Union's members don't bear responsibility for obligations of the Union.

ARTICLE 4. Membership in the Union

4.1 Conditions and forms of membership in the Union

4.1.1 Every Russian non-state or foreign juridical person adopting the present Charter and admitted into the Union in established order may be a member of the Union.

The admittance into the Union is sanctioned by Director General and approved by the Board of directors after considering the written application of the candidate.

After this procedure the candidate is to pay a registration fee stipulated in the decision of the Board of directors and acquires a status of the member of the Union.

4.1.2 The members of the Union have the right:

a) to receive the information from the Union for resolving their problems;

b) to enjoy services that are rendered by the Union in the course of its activities stipulated in the Article 2 of the Charter;

c) to take part in the management of the Union;

d) to receive the complete information about the activities of the Union and look through account books and other documents;

4.1.3 The members of the Union are obliged:

a) to pay contributions in accordance with the decisions taken by the Board of directors;

b) not to disclose a confidential information about the activities of the Union;

c) to implement the clauses of the Foundation Documents and of the legislation in force;

d) to carry out obligations taken on themselves with respect to the Union in established order;

e) to take part in the management of the business and affairs of the Union;

f) to render assistance to the Union in achieving its objects.

4.2 The promoter of the Union has the right to apply to the court in requiring to invalidate the decision of the Conference of the Union passed in the violation of the law or of the Foundation documents provided that a such decision has been taken in Participant's absence (or in his representative's absence), either he or his representative was outvoted or was led intentionally into error about the point of the decision.

4.3 The member of the Union has the right to leave the Union at any time. In this case a registration fee and membership dues are not repaid.

ARTICLE 5. Directing, executing and inspecting bodies

5.1 The Conference of the Union.

The Supreme Organ of the Union is the Conference of the Union. The Conference of the Union is called at least once each two years. Special Conference other than those regulated by a statute may be called by the Board of directors on its own initiative, at the proposal of the President, Director General, Chairman of the Auditing Commission or at the request of one third of the Union's members for resolving urgent questions that arise in the course of the Union's activities and are outside of the competence of the Board of directors and of the Directorate.

A notice of every special Conference stating time, place and object thereof shall be addressed in writing to each member of the Union at least a month before such Conference.

The Conference of the Union consists of the leaders being members of the Union or of representatives appointed by them. Each person including other member of the Union may be a representative of the Union's member by proxy given in established order.

5.2 The following issues fall within exclusive competence of the Conference:

a) approving the Charter and making changes in the Charter except Clauses 5.5, 5.6 that are not subject to amendments for the whole period of the Union's activities;

b) approving the composition of the Board of directors and electing the directors;

c) electing and recalling the members of the Auditing Commission;

d) approving the programme of the Union;

e) approving reports of the Board of directors and resolutions of the Auditing Commission for period under review;

f) approving the framework of organization for the Union;

g) electing the President of the Union and the Vice-presidents.

5.3 The meeting of the Conference has the right to pass decisions if not less than two third of the Union's promoters attend there. The decisions of the Union are taken by a majority of votes.

5.4 The Conference has the right to resign a part of its commission to the Board of directors or to the Directorate.

Board of directors

5.5 In the period between Conferences the Board of directors controls the current activities of the Union.The composition of the Board of directors is as follows:

representatives of the promoters of the Union elected by the Conference of the Union.

5.6 The Board of directors is accountable to the Conference.

5.7 The meetings of the Board of directors arc held at least once a quarter on the initiative of the President of the Union. A special meeting of the Board may be called at the request of at least one third of the Board's members.

5.8 The Board of directors has the right to resolve questions if not less than two third of the Board's members take part in the meeting. The decisions of the Board of directors are taken by a majority of votes. If the votes are equally divided the President has the casting vote.

5.9 The protocols of meetings of the Board are signed by the Chairman and the Secretary. Copies of protocols are sent to the members of the Board.

5.10 The following issues fall within the competence of the Board of directors:

a) establishing registration fees and annual dues;

b) considering the proposals aimed at the development of new trends of the Union's activities;

c) inspecting the Union's activities:

d) inspecting the solution of all questions arising in the course of the activities of the Union excluding the questions that are in competence of the Conference;

e) approving the estimate of costs of the Directorate;

f) establishing a common order for using the funds of the Union;

g) resolving the questions connected with the opening of representative offices of the Union abroad and in Russia and also with its participation in other societies and organizations;

h) hearing and approving the annual budgets and reports on the activities of the Directorate and also conclusions of the Auditing Commission';

i) resolving the questions connected with the admittance of new members into the Union or with the expulsion form the Union;

j) appointing and discharging the Director General in accordance with the Contract;

k) performing other duties on a commission from the Conference of the Union.

The Board of directors may resign a part of its commission to the Directorate.

President

5.11 The President is elected by the Conference of the Union for the term of two years.

5.12 The President of the Union has the general management of the activities of the Board, organizes and holds regular and special Conferences of the Union, signs all decisions of the Board of directors.

Vice-presidents

5.13 The Vice-presidents are elected for the term of two years.

5.14 The Vice-president perform - completely or partially - the duties of the President in the absence of the President or on his commission.

Directorate

5.15 The Directorate is an executive and administrative organ of the Union. The Directorate controls the current activities of the Union and bears responsibility for solution of tasks put before the Union.

5.16 The Directorate is headed by the Director General.

5.17 The Director General:

a) issues orders, instructions and other documents concerning the questions falling within his competence;

b) deals with the property of the Union, represents the Union when he establishes contracts with state bodies and with juridical and natural persons both in the Russian Federation and abroad, concludes contracts and agreements on behalf of the Union and gives warrants;

c) submits estimates of costs of the Union, accounting reports, balance sheets to the Board of directors for approval;

d) approves the staff of the Directorate and representative offices of the Union;

e) appoints employees for the Directorate and representative offices of the Union in the Russian Federation and abroad, transfers and discharges them, establishes salaries, encourages and imposes penalties on them;

f) resolves all other questions connected with the current activities of the Union that are outside the competence of the Conference and Board of directors.

Auditing Commission

5.18 The Auditing Commission consisting of the Chairman and two members is elected by the Conference of the Union without limitations for the term of office and is to inspect the activities of the Board and the Directorate

5.19 Members of the Board of directors and also persons filling positions in the Directorate of the Union may not be members of the Auditing Commission.

5.20 At the request of the Auditing Commission the Directorate is obliged to place necessary documents and materials at its disposal.

5.21 The Auditing Commission draws a conclusion on the occasion of annual reports and balance sheets.

5.22 The Auditing Commission has the right to demand the calling of a special meeting of the Conference of the Union the interests of the Union are greatly threatened or the fact of the employees' abuse is elicited.

ARTICLE 6. Inspection and reports

6.1 The Union makes arrangements connected with the military services of its employees and provided for in the normative statements of Russia and Moscow.

6.2 The Union bears responsibility for safe keeping of various management, economical-financial and staff documents.

ARTICLE 7. Cessation of the activities of the Union

7.1 The activities of the Union are ceased:

in accordance with the decision of the Conference;

for other reasons provided for in the acting legislation.

7.2 The cessation of the activities of the Union is a result of:

amalgamation;

joining;

division;

transformation;

liquidation

The liquidation of the Union is carried out by the Liquidation Commission appointed by the Conference and in the case of the cessation of the Union's activities in accordance with the decision of the court, arbitration and also other authorized state bodies the liquidation is carried out by the Liquidation Commission appointed by these bodies.

After appointing the Liquidation Commission the powers of the Director General are stopped and he resigns his commission to the Liquidation Commission. The Liquidation Commission evaluates the available property of the Union, reveals its debtors and creditors and settles with them, takes measures connected with the payment of debts of the Union tо the third persons and also to its members, makes up a liquidation balance and submits it to the Conference.

7.3 The financial resources of the Union including proceeds of sales of its property in the course of the liquidation after payments for budget, after settling with creditors, employees of the Union and after meeting obligations with respect to holders for bonds issued by the Union will serve purposes and objects provided for in the present Charter.

The property transferred by its members for a free use will return in kind without remuneration.

7.4 The Union is considered to be liquidated from the moment of altering a corresponding record in the state register.

The Liquidation Commission bears a property responsibility for damage caused to the Union and also to the third persons in accordance with he legislation in force.

7.5 The property and financial resources of the Union are only used for Charter purposes; all management, economical-financial and staff documents are transferred in established order to the successor organization and in the case of the absence of the successor to the archives of the association "Mosgorarchiv".

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