The name of the club shall be "PUTIN'S CITY SUPPORTERS
CLUB" (the "Club").
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
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.
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
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:
Associate Members shall not be entitled to vote at the General
General Members shall be entitled to vote at the General Meeting.
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
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
Associate Member: $10USD
General Member: $50USD
Managing Member: $200USD
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.
Members may withdraw from membership in the Club at any time
upon thirty (30) days' prior written notice to the Secretary
Membership in the Club shall be terminated in the event that
the Management Meeting confirms that any of the following
events have occurred:
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
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
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.
The Club shall be composed of the General Meeting, Management
Meeting, Secretary Office, Auditor, and any other organization
approved by the Management Meeting.
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
The Chair Company shall preside over the General Meeting as
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.
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.
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
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. .
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
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.
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.
The fiscal year of the Club shall be from the April 1 of each
year through March 31 of the following year.
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
5. General Provisions
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.
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.
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.