The Charter of the National Union of Calligraphers

1. General Provisions

1.1.The National Union of Calligraphers, a non-profit partnership for the restoration of the art of calligraphy. hereinafter referred to as “Partnership” is approved by the founders in accordance with the Russian Civil Code, the Federal Law on Non-Profit Organizations and other normative legal acts of the Russian Federation, and is governed by the internationally recognized principles, norms and standards.

1.2. Founders of the Partnership are:

1. Alexey Shaburov;

2. Pyotr Chobitko;

3. MVK, the International Exhibition Company, (CJSC)

(PSRN: 1027728003786, TIN/RCR 7728265284/772801001, address: Mikluho-Maklaya, 22, Moscow, Russia)

1.3. The full title of the Partnership in Russian is: the National Union of Calligraphers, a non-profit partnership for restoration of the art of calligraphy.

1.4. The brief title of the Partnership in Russian is: NP National Union of Calligraphers.

1.4. There is no name in any foreign language.

1.5. Address of the Partnership: 5 Luchevoi prosek, 2/1, Moscow, Russia, 107013.

1.6. The Partnership is established for an unlimited period of time.

     2. The legal status of the Partnership

2.1. The legal status of the Partnership is determined by the Russian Civil Code, the Federal Law on Non-Profit Organizations and other normative legal acts of the Russian Federation, this Charter and is also governed by the internationally recognized principles, norms and standards.

2.2. On state registration the Partnership acquires the rights of legal person.

2.3.The Partnership has separate property, considered in its independent balance sheet, has rights to purchase and exercise property and non-property rights on behalf of itself, as well as to fulfill the duties, sue and be sued.

2.4.The Partnership may open settlement and other accounts in banks and other credit organizations in the Russian Federation and abroad subject to applicable regulations.

2.5.The Partnership has a round-shaped seal with its full name written in Russian and indication to its location. The Partnership may have stamps, letterheads with its name, its personal duly registered logo.

2.6. The Partnership has rights to establish branches and representative offices in the territory of the Russian Federation in accordance with the legislation of the Russian Federation.

2.7. The property of a branch or representative office is recorded on a separate balance sheet and on the balance sheet of the Partnership. The branches and representative office of the Partnership are not legal entities, and are endowed with property by the Partnership and operate on the basis of the approved bylaws. Heads of the branch and representative office shall be appointed by the members the Partnership at a General Meeting and operate on the basis of an issued power of attorney.

2.8. The Partnership can establish other entities in accordance with the legislation of the Russian Federation and to join associations and unions.

2.9. The property given to the Partnership by its members is considered as the property of the Partnership. The Partnership is not responsible for the obligations of its members, and they in turn are not responsible for the obligations of the Partnership.

2.10. The received by the Partnership profit is not subject to distribution among the members of the Partnership.

2.11. Interference in the affairs of the Partnership from the direction of governmental, public or other authorities, except cases provided by law, is not allowed.

2.12. The Partnership to ensure the safety of documents (administrative, financial and economic, personnel, etc.).

2.13. The Partnership cooperate with all interested enterprises, public and scientific organizations, legislative and executive authorities, foreign and international organizations and other legal entities and individuals within its jurisdiction in order to achieve harmony of economic processes and relationships.

     3. Objectives, subject and activity areas of the Partnership.

3.1. The objectives of the Partnership’s establishment are to promote members of the Partnership in satisfaction of moral and intangible needs, in the implementation of cultural, scientific and administrative activities of the Partnership’s members, aimed at uniting masters, teachers and lovers of calligraphy, which is considered as one of the most sophisticated form of art;

— Assistance in restoration of the art of calligraphy in Russia;

— Arrangement of conditions for the development of calligraphy and introduction of the beauty of writing to everyone willing to know it;

— Help in the establishment of a beautiful and healthy society;

— Promotion for the art of calligraphy development as an art of beautiful and clear handwriting.

3.2. Achievement of the statutory objectives is considered as the subject of the Partnership’s activity.

3.3. For the achievement of the statutory objectives the Partnership in the manner determined by the current legislation implements:

— organization and participation in the conduction of exhibitions, expositions of historical samples of handwriting texts;

— Promotion for the development of professional capacity, constant professional development in calligraphy;

— Assistance in training activities calligraphy, both in Russia and in countries near and far abroad;

— Assistance in organizing and conducting master-classes of leading calligraphers as well as educational lectures and workshops for adults and children;

— Cooperation with calligraphic schools, including foreign ones;

— Arrangement of conditions for the development of calligraphy in Russia through a complex of organizational, economic, educational, legal and other events;

— Assistance in attracting public attention to the issue of calligraphy art development through the implementation of exhibition, promotional, and educational activities;

— Encouragement of society, including the younger generation to the art of calligraphy by holding lectures, conferences, seminars, exhibitions devoted to calligraphy and by organizing other activities;

— Summarizing and distribution of the experience in the field of calligraphy made by domestic and foreign figures;

— Implementation of research activities in the field of calligraphy, featuring publication of works and practical application of scientific achievements afterwards;

— Consulting services in the field of calligraphy;

— Establishing contacts with organizations in Russia and other countries involved in the study and development of the art of calligraphy;

— Assistance in the implementation of publishing activities;

— Involvement of various motivated organizations, museums and people in Russia and abroad to take part in the project.

3.4. The Partnership may carry out other activities not prohibited by the legislation of the Russian Federation and relevant to the objectives of the Partnership provided herein.

3.5. The Partnership may implement certain activities, defined by federal law, only with a special permit (license).

3.6.The Partnership is entitled to participate in activities and cooperate in a different mode with other international, public, cooperative and other organizations.

3.7. The Partnership is obliged to keep within the law of the Russian Federation, generally recognized principles and norms of international law relating to the field of its activities, as well as the norms provided by the constituent documents.

3.8. The right of the Partnership to carry out activities on the occupation requiring a license, starts upon receipt of such a license or a date specified and shall terminate upon its expiry, unless otherwise provided by law or other legal acts.

3.9. The Partnership may implement business activity relevant to the purposes for the achievement of which it was created.

    4. Sources of property formation

4.1. Sources of the property formation:

— entrance fee, regular and lumpsum payments from the Partnership’s members;

— Voluntary property contributions and donations;

— Incomings received from the property of the Partnership;

— Revenues from sales of goods, works and services;

— Dividends (incomes, interests) received on shares, bonds and other securities and deposits;

— Other sources that do not contradict the current law.

4.2. Contributions from the Partnership’s members may be expressed as movable and immovable property, including money, securities and intangible assets, including intellectual property, which includes the exclusive rights to its facilities.

4.3. The Partnership owns freehold interest in the property transferred to individuals and legal entities in the form of payment, gift, and donation or under a will.

4.5. The Partnership may own or lease ground areas and other property not prohibited by law.

4.6. The property of the Partnership shall be used to achieve purposes it was created for. Principles of formation and utilization of the Partnership’s property are determined by the General Meeting of the Partnership Members.

4.7. Upon the entry to the Partnership its members shall pay an entrance fee. The amount, form and terms of membership fee payment are established by the General Meeting of the Partnership Members.

4.8. Each member of the Partnership is required to pay a monthly membership fee. The amount, form and terms of membership fee payment are established by the General Meeting of the Partnership Members.

4.9. The General Meeting of the Partnership Members may oblige the Partnership’s members to a one-time membership fee to finance specific activities or programmes.

The Partnership Members can individually decide to make a voluntary contribution to the assets of the Partnership. Voluntary contributions to the assets of the Partnership may also be made by third parties in accordance with the current legislation. Periods and the amount of voluntary contributions are determined by persons willing to make the contribution.

4.10. The property transferred to the Partnership by its members as membership fees are not refundable on the Partnership’s members exit (elimination).

     5. The Partnership Members, their rights and obligations

5.1. The Partnership is open to new members.

5.2. The Partnership Members are the founders of the Partnership and other persons admitted into the Partnership after its establishment in accordance with the provisions hereof.

5.3. The Partnership Members may be legal and fully capable citizens of the Russian Federation, foreign citizens and stateless persons legally residing in the territory of the Russian Federation, who accepted the Charter of the union and who made relevant contributions.

5.4. The Partnership Members are entitled to:

— participate in the disposal of the business affairs of the Partnership;

— receive information about the work of the Partnership;

— withdraw from the Partnership in its own discretion;

— receive part of its assets remaining after settlements with creditors, or the value of this assets in proportion to asset contributions by the members and in the amount not exceeding their asset contribution in case of the elimination of the

Partnership;

— other rights stipulated by the Regulations of the Partnership for membership.

5.5. The rights of the Partnership Member cannot be transferred to third parties.

5.6. The Partnership Members are obliged to:
— comply with the requirements of the Charter of the Partnership and the Partnership's internal documents;

— carry out the decisions made by the General Meeting of the Partnership Members, the President of the Partnership and by the Partnership Presidium;

— timely paying monthly membership fees, as well as one-time membership fees in accordance with the Regulations of the Partnership on the contributions;

— comply with other duties stipulated by the Regulations of the Partnership for membership.

     6. Admission and withdrawal of members

6.1.. Admission of a new member to the Partnership is carried out by the decision of the General Meeting of the Partnership Members, basing on the applied application to the Director of the Partnership. The applicant shall be deemed accepted as a member of the Partnership after he has paid the membership fee.

6.2. The member of the Partnership may withdraw from the Partnership at any time and at his discretion. Withdrawal of a member of the Partnership from the Partnership is carried out by submitting a written application to the Director of the Partnership.

By decision of the General Meeting of the Partnership Members, the member of the Partnership not performing or improperly performing his duties, as well as on other grounds stipulated by the Regulations of the Partnership for membership can be excluded from it.

     7. Authority of the Partnership

7.1. The Authority of the Partnership is:

— The General Meeting of the Partnership Members;

— The Partnership Presidium;

— Director of the Partnership.

     8. General Meeting of the Partnership Members

8.1. The supreme governing body considers the General Meeting of the Partnership Members.

8.2. The General Meeting of the Partnership Members has rights to deal with the following matters:

1. alterations and additions to the Charter of the Partnership;

2. observation of priority directions of the Partnership's work, principles of formation and usage of its property;

3. election of the Director of the Partnership and the early termination of his authorities;

4. election of members of the Partnership Presidium and the early termination of their authorities;

5. reorganization and elimination of the Partnership;

6. regulation of other matters prescribed by this Charter and the current legislation.

Matters referred to the authority of the General Meeting of the Partnership Members cannot be delegated to the Partnership Presidium and to the Director of the Partnership.

The General Meeting of the Partnership Members does not have rights to handle and make decisions on matters not within its competence in accordance with this Charter.

8.3. The decision of the General Meeting of the Partnership Members on matters specified in subparagraphs 1, 2, 3, 4 of the paragraph 8.2 of this Charter shall be made by a qualified majority of two-thirds votes of those presenting at the General Meeting of the Partnership Members. The decision of the General Meeting of the Partnership Members on the matter stipulated in subparagraph 5 of the paragraph 8.2 of this Charter shall be made by the members of the Partnership unanimously (the decision to reform the Partnership shall be unanimously made by the founders).

8.4. The Annual General Meeting of the Partnership Members is held every year at a time no earlier than three and no later than seven months after the end of the calendar year. Other meetings besides the Annual General Meeting of the Partnership Members are considered as extraordinary.

8.5. The General Meeting of the Partnership Members shall not be entitled to make decisions on matters not included in the agenda of the General Meeting of the Partnership Members, as well as to change the approved by the Director of the Partnership agenda.

8.6. The General Meeting of the Partnership Members is held in the form of joint presence of the members of the Partnership in order to discuss the agenda and for decision-making on matters put to the vote.

8.7. The notification (announcement) of the General Meeting of the Partnership Members and its agenda should be sent to each member of the Partnership no later than ten (10) days prior to the General Meeting of the Partnership Members by personal notice or by postal service.

8.8. The General Meeting of the Partnership Members shall be valid if it is attended by more than a half of the Partnership members.

8.9. In the absence of a quorum for the General Meeting of the Partnership Members it should be announced the date for a new General Meeting of the Partnership Members with the same agenda no later than ten (10) days.
8.10. The minutes of the General Meeting of the Partnership Meeting shall be completed in three copies no later than one day after the closing of the General Meeting. The minutes shall be signed by the chairman and secretary of the General Meeting of the Partnership Members.
8.11. The Partnership Members are entitled to suggest matters for the agenda of the Annual General Meeting of the Partnership Members and to nominate candidates for election to the post of Director of the Partnership no later than 40 (forty) days after the end of the financial year.
8.12. The Extraordinary General Meeting of the Partnership Members is held by decision of the Director of the Partnership, Presidium Members at the request of the Inspector or by decision of 2/3 (two thirds) of the Partnership Members. The request for the Extraordinary General Meeting of the Partnership Members shall state the issues to be included in the meeting agenda.
8.13. The Director of the Partnership shall make a decision to convene the Extraordinary General Meeting of the Partnership Members and its agenda or to refuse to convene it within twenty (20) days from the date when the request to convene the Extraordinary General Meeting of the Partnership Members was made by the Presidium Members, the Inspector or by the Partnership Members. The decision made by the Director of the Partnership on whether to convene the Extraordinary General Meeting of the Partnership Members or to refuse to convene it shall be sent to the persons and entities requesting this meeting no later than five (5) days from the date of the decision-making.

     9. Partnership Presidium

9.1. The Partnership Presidium shall be considered as the collective authority. The term of office of the Partnership Presidium is 5 years.

9.2. The Partnership Presidium has rights to deal with the following matters:

1. approval of the annual report and the annual balance sheet of the Partnership;

2. approval of the financial plan of the Partnership and introduction of alterations into it;

3. establishment of branches and representative offices of the Partnership;

4. decision-making on participation in other organizations;

5. election and early termination of the powers of the Inspector of the Partnership;

6. approval of the Regulations governing the activities of the Partnership and introduction of alterations into it;

7. decision-making on other matters required by the current legislative and this Charter.

9.3. Matters related to the competence of the Partnership Presidium cannot be delegated to the Director of the Partnership.

9.4. The Partnership Presidium does not have right to consider and make decisions on matters not within its competence in accordance with this Charter.

9.5. The Meeting of the Partnership Presidium shall be valid if it is attended by more than a half of the members of the Partnership Presidium.

9.6. The decision made by the members of the Partnership Presidium shall be adopted by a simple majority of the votes given by the members of the Partnership Presidium presenting at the meeting.

9.7. The Meetings of the members of the Partnership Presidium shall be held quarterly. All other meetings held besides the quarterly ones shall be considered as extraordinary.

9.8. The Presidium Members shall elect the President of the Presidium among themselves for the term of 5 years with the right for reelection. At the time of Partnership establishment the President of the Presidium shall be elected at the General Meeting of the founders. The President of the Presidium directs the work of the Presidium.

     10. Director of the Partnership

10.1. Management of the current activities of the Partnership is carried out by the sole executive body, i.e. by the Director of the Partnership. The term of office for the Director of the Partnership shall be 5 years with the right for reelection.

10.2. The Director of the Partnership can work on a voluntary basis.

10.3. The Director of the Partnership reports to the General Assembly of the Partnership.

10.4. The Director of the Partnership is responsible for all matters of the Partnership's current activities, except for issues related to the competence of the General Meeting of the Partnership Members and to the Partnership Presidium.

10.5. The President of the Partnership acts without a power of attorney on behalf of the Partnership in accordance with the legislation of the Russian Federation and this Charter.

10.6. The Director of the Partnership shall deal with the following matters:

1. Make decisions related to the convening and preparation for the General Meeting of the Partnership Members;

2. Provide plan fulfillment on the Partnership's activity required to implement the stated objectives;

3. Organize accounting and reporting processes in the Partnership;

4. Dispose of the Partnership's assets, strike bargains on behalf of the Partnership, give power of attorney, open settlements or other accounts of the Partnership in banks or other credit institutions;

5. Issue orders, approve (accept) instructions, local regulations and other internal documents of the Partnership on matters within his competence, give instructions obligatory for all employees of the Partnership;

6. approve the organizational structure and staff list of the executive office of the Partnership;

7. Exercise the rights and obligations of the employer concerning the executive office employees of the Partnership under the labour legislation;

8. Exert leadership of the coordination activity on the cooperation with Russian, foreign and international organizations;

9. Resolve other issues of the current activities of the Partnership, except for issues related to the competence of the General Meeting of the Partnership members and the Partnership Presidium.

10.7 The Director of the Partnership shall be elected at the General Meeting of the Partnership Members by a qualified majority of two-thirds of the members presenting at the General Meeting.

10.8. The rights and obligations of the Director of the Partnership on the current activity of the Partnership implementation are determined by the legislation of the Russian Federation, this Charter and the labour agreement (contract) signed with the Partnership;

10.9. The labour agreement (contract) on behalf of the Partnership shall be signed by the Chairman of the General Meeting of the Partnership Members. At the time of the Partnership establishment the Director shall be elected at the General Meeting of the founders of the Partnership.

     11. Accounting and reporting

11.1. The Partnership maintains its accounting records and provides statistical and financial reporting in accordance with the established procedure. The Partnership provides accounting and safety of personnel documents and sends them to state custody in the prescribed manner in the case of reorganization or elimination of the Partnership.

11.2. Responsibility for the organization, maintenance and reliability of accounting and for timely submission of annual reports and other financial reports to the relevant authorities shall be imposed to the Director of the Partnership in accordance with the legislation of the Russian Federation.

11.3. The Partnership provides information on its activities to the state statistics and tax authorities, the members of the Partnership and other persons in accordance with the legislation of the Russian Federation and this Charter.

11.4. The fiscal year of the Partnership begins on January 1st and ends on December 31st.

     12. Inspector of the Partnership

12.1 The Inspector of the Partnership performs regular checks of the current financial and economic activities of the Partnership. This inspection shall be conducted at least once a year.

12.2 The Inspector of the Partnership carries out his functions on a voluntary basis and does not receive compensation for the performance of his duties.

12.3. The Inspector has the right to require the officials of the Partnership to provide all necessary documents and personal explanations.

12.4. The Inspector presents the results of his audits to the Partnership Presidium.

12.5. The Inspector shall be elected at a meeting of the Partnership Presidium for a period of one year. Any member of the Partnership may suggest a candidate for the post of the Inspector.

     13. Reorganization and elimination of the Partnership

13.1. The reorganization of the Partnership is carried out in accordance with the procedure stipulated by the current legislation of the Russian Federation, and can be performed by merger, joining, division, separation and reformation.

13.2. The Partnerships may be transformed into a fund, an autonomous non-profit organization or a business entity. The decision on reformation of the Partnership shall be adopted unanimously by all the founders.

13.3. Elimination of the Partnership shall be decided by the General Meeting of the Partnership Members or by the judiciary.

13.4. The General Meeting of the Partnership Members shall appoint an abolition committee and establish the procedure and terms of liquidation.

13.5. The abolition committee shall print a publication on liquidation of the Partnership, the procedure and term of claims by its creditors.

13.6. At the end of the period for creditors' claims, the abolition committee shall prepare an interim liquidation balance sheet which shall be approved by the General Meeting of the Partnership Members or by the body that made the decision to eliminate it.

13.7. After the payments to creditors are made, the abolition committee shall make a liquidation balance sheet approved by the General Meeting of the Partnership Members or the body that made the decision to eliminate it.

13.8. Assets remaining after the creditors“ demands satisfaction shall be apportioned among the members of the Partnership proportionally to their property fees in the amount not exceeding their asset contribution.

13.9. Assets the cost of which exceeds the amount of asset contribution made by the members of the Partnership shall be directed at the purposes, covering the interest the Partnership was established and (or) to charity.

13.10. The elimination shall be completed and the Partnership considered as ceased after the record on this is made into the Uniform State Register of Legal Entities.

13.11. If a reorganization of the Partnership occurred, all documents (administrative, financial, economic, personnel, etc.) shall be transferred to the assignee subject to applicable regulations. If there is no assignee and elimination, permanent records that have scientific and historical value shall be transferred to the state archives; personnel documents (orders, personal files, etc.) shall be transferred to the archives of the administrative district where the Partnership is located. The documents passing and ordering shall be carried out by and at the expense of the Partnership in accordance with the requirements of the archival authorities.

     14. Procedure for the introduction of amendments to the Charter

14.1. Amendments to the Charter of the Partnership shall be approved by a qualified majority of votes according to the decision of the General Meeting of the Partnership Members in two thirds of the votes presenting at the General Meeting of the Partnership Members.
14.2. Amendments to the Charter are subject to state registration in accordance with the current legislation.