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На главную ВОКЛК/ARCCA Minutes 26.08.2017

Minutes

of the Extraordinary Conference of Members
of the ARCCA All-Russian Cat Club Association
(hereinafter referred to as the Association)

 

Moscow                                                                   August 26, 2017

 

Type of the Conference: extraordinary.

Format of the meeting: attendee meeting by joint presence

Date of the Minutes: August 26, 2017.

Date of the Meeting: August 26, 2017.

Place of the conference: 146 Bldg. 1 Yaroslavskoye Shosse Str., Moscow.

Check-in time for the authorized attendees: from 11 a.m. on

Starting time of the Conference: 12 a.m.

Closing time of the Conference: 2 p.m.

Total number of members of the Association as per the Register: 9 members.

Total number of full members of the Association: 5 members

Number of full members of the Association attending the Conference: 4 members

Attended the Conference:

SPb OO CLC Zodiac- I.I. Larochkina and Ye.I Larochkin

MOOO CLC Koshachyi (Felidae) – O.A. Kozyakova and Ye.A. Popova

SGOOFO CLC Latona-Sochi – S.V. Antipova and N.S. Antipov

SPb OO LC CAT-CLUB – Ye. A. Noskova, K.A. Milykh

SPb OO CLC Astarta - in a consultative capacity

RRFOO CLC DONCATS - in a consultative capacity

Invitees:

- I.M. Mankos, journalist, In the West of Moscow Newspaper

Prior to opening the conference, a credentials committee was formed comprising K.A. Milykh, A.M. Ramanovich and N.S. Antipov. According to Minutes of the Credentials Committee No. 2 of August 26, 2017, the full members with a deciding vote, admitted to the conference are:

SPb OO CLC Zodiac- I.I. Larochkina and Ye.I Larochkin

MOOO CLC Koshachyi (Felidae) – O.A. Kozyakova and Ye.A. Popova

SGOOFO CLC Latona-Sochi – S.V. Antipova and N.S. Antipov

SPb OO LC CAT-CLUB – Ye. A. Noskova and K.A. Milykh

8 (Eight) delegates (representatives) of 4 (Four) Clubs, full members of the Association, which is 80 (Eighty) percent of the full members of the Association, registered for the Extraordinary Conference of August 26, 2017; This corresponds to the requirement of the Charter for the competence of the Conference.

The Conference of the ARCCA members is competent to make decisions on the agenda issues (more than 2/3 of the total number of the ARCCA members are present).

Quorum for making decisions on the agenda issues is recorded as present.

Organizational issues:

 

1. THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, member of the Association, who proposed to elect Ye. A. Noskova as the Chairman of the Conference and I.I. Larochkina as the Secretary of the Conference.

Voted: for - 8, against - none, abstain - none.

RESOLVED: Elect . Ye. A. Noskova as the Chairman of the Conference and I.I. Larochkina as the Secretary of the Conference.

2. THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who proposed to elect the members of the Counting Commission comprising as follows:  Ye.Ya. Zagorskaya, Ye.I. Larochkin

Voted: for - 8, against - none, abstain - none.

RESOLVED: Elect the Counting Commission in the composition as proposed.

3. THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who proposed to approve the agenda of the Conference consisting of the issues as follows:

1. Recognizing the Anapa Conference of 08.07.2017 as illegitimate and rescinding the decisions taken thereat

2. Early termination of the powers of V.Ya. Sidorov, President , and the election of a new President of the Association

3. Early termination of the powers of T.P. Kalyagina, Vice President, and the election of a new Vice President of the Association

4. Early termination of the powers of M.N. Grigoryeva, Secretary, and the election of a new Secretary of the Association

5. Early termination of the powers of the Audit Commission and the reshaping of the Audit Commission of the Association.

6. Conferring the Honorary President of the Association title on T.P. Kalyagina

7. Early termination of the powers of the Council and the reshaping of the Council of the Association

8. Early termination of the powers of the commissions and the reshaping of the commissions of the Association

9. Early termination of the powers of the Treasurer and the election of a new Treasurer of the Association

10. Appointing the administrator of the Association’s official website

11. Discussing the 2018 draft estimates

12. Approving the Charter in a revised version in accordance with the requirements of the current legislation

13. Approving admission and membership fees, and the correspondent procedure, conditions and terms, and amounts

There were no other proposals on changing the agenda.

Voted: for - 8, against - none, abstain - none.

RESOLVED: Approve the agenda of the Conference consisting of 13 (Thirteen) issues, including the election and appointment of the Treasurer of the Association.

CONSIDERING THE AGENDA ISSUES

1. Recognizing the Anapa Conference of 08.07.2017 as illegitimate and rescinding the decisions taken thereat

2. Early termination of the powers of V.Ya. Sidorov, President , and the election of a new President of the Association

3. Early termination of the powers of T.P. Kalyagina, Vice President, and the election of a new Vice President of the Association

4. Early termination of the powers of M.N. Grigoryeva, Secretary, and the election of a new Secretary of the Association

5. Early termination of the powers of the Audit Commission and the reshaping of the Audit Commission of the Association.

6. Conferring the Honorary President of the Association title on T.P. Kalyagina

7. Early termination of the powers of the Council and the reshaping of the Council of the Association

8. Early termination of the powers of the commissions and the reshaping of the commissions of the Association

9. Early termination of the powers of the Treasurer and the election of a new Treasurer of the Association

10. Appointing the administrator of the Association’s official website

11. Discussing the 2018 draft estimates

12. Approving the Charter in a revised wording in accordance with the requirements of the current legislation

13. Approving admission and membership fees, and the correspondent procedure, conditions and terms, and amounts

Issue 1: Recognizing the Anapa Conference of 08.07.2017 as illegitimate and rescinding the decisions taken thereat.

THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who informed the Association members that on July 3, 2017, invitations to the Association's conference were emailed to and received by the Member Clubs of the Association. The agenda was neither emailed to nor discussed by the members; No meetings of the Association Council on the issue of the conference were convened or held. On July 8, 2017, it came to our knowledge that the next reporting and election conference was held in Anapa, where the President (V.Ya. Sidorov), Council, Secretary, Audit Commission, Treasurer were elected and the commissions of the Association were formed.

According to the Minutes of the conference, it was attended by Club Bastet and Club Irbis; Other members of the Association did not participate in the conference. Decisions were adopted based on the votes of the Association's commissions which are not members of the Association, but perform specific functions. The commissions shaped by the Association for specific purposes are not members of the Association.

 

In accordance with Art. 65.3, 123.10 of the Civil Code of the Russian Federation, the supreme governing body of the association is the general meeting (conference) of members of the Association.

In accordance with Art. 29 of the Federal Law On Non-Profit Organizations, the supreme management body of a non-profit organization is the general meeting (conference) of members of the association (union). The main function of the supreme management body of a non-profit organization is to ensure that the non-profit organization complies with the purposes for which it was established. An exceptional competence other than specified in the Article is the shaping of bodies of a non-profit organization and early termination of their powers.

Only full members of the Association may form joint and sole governing bodies of the Association.

In accordance with Art. 123.11 of the Civil Code of the Russian Federation, membership in the Association is inalienable.

In accordance with Art. 123.4 of the Civil Code of the Russian Federation,voluntary associations of citizens united under the procedure established by law on the basis of their common interests for satisfying spiritual or other non-material needs, for representing and protecting common interests and achieving other purposes that are not contrary to the law shall be recognized as public organizations.

Public organizations can be united in associations (unions) in the manner established by the Civil Code of the Russian Federation.

In accordance with Art. 11 of the Federal Law On Non-Profit Organizations, legal entities may establish associations (unions), which are membership-based non-profit organizations, for the purpose of representing and protecting common interests, including but not limited to professional ones, for achieving socially useful purposes, as well as other purposes that are neither contradict federal laws nor established for making profit.

According to p. 5.3. of the Charter, any forthcoming conference of the Association members shall be announced by registered mail at least 2 months prior such a conference.

 

Notices of the conference scheduled for July 8, 2017, had been received by some members of the Association by e-mail on July 3, 2017, 5 (Five) days before it was held.

According to the minutes of the Credentials Committee, Club Irbis is not a full member of the Association and has no right to vote at Association's conferences.

 

Thus, based on the above, the conference held on July 8, 2017, is illegitimate, the conference protocol is invalid, and the decisions made are subject to rescission. The procedure of informing the members of the Association about the forthcoming conference was not followed; Only 1 (One) full member of the Association took part in the conference; Voting on the agenda of the conference was conducted considering the votes of the commissions that are not members of the Association; The minutes lists persons not attended the conference.

I propose to recognize the conference of the Association, held on July 8, 2017, as illegitimate, the conference protocol as invalid, and the decisions made as to be rescinded.

 

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Recognize the conference of the Association, held on July 8, 2017, as illegitimate, the conference protocol as invalid, and the decisions made as to be rescinded.

Issue 2: Early termination of the powers of V.Ya. Sidorov, President , and the election of a new President of the Association

THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who informed the Conference participants that the powers of Vladimir Yaropolkovich Sidorov, President of the Association, expired on March 19, 2017. The conference of 08.07.2017 resolved to elect V. Ya Sidorov as the President of the Association. As the conference was recognized as illegitimate, the powers of the President of the Association should be terminated ahead of schedule.

In addition, over his term of office as the President of the Association, V.Ya. Sidorov prevented the members of the Association from exercising their rights and obligations towards the Association, thereby violating the requirements of the Charter and the current legislation, which is expressed in the following:

- Membership fees paid by the members of the Association were paid to the Treasurer's personal bank cards or delivered in cash without confirmation of payment,

- Over the entire term of Mr Sidorov’s office, the meetings of the Council were not conducted as required by the provisions of the Charter.

- No information on the activities of the Association was posted to the official website of the Association (neither reports of the Audit Commission, nor the membership fee size and payment procedure, nor Minutes of the Council and conferences are available); When requested by the members of the Association to submit documents for examination of the Association, V.Ya. Sidorov refused to do so.

Thus, the actions by V.Ya. Sidorov should be recognized as illegal and contradicting to the Charter; On behalf of the members of the Association, pass a no-confidence motion against V.Ya. Sidorov and terminate his powers as the President of the Association ahead of schedule.

Voted: for - 8, against - 0, abstain - 0.

Due to the early termination of the Mr Sidorov’s powers as the President of the Association, it is necessary to elect a new President of the Association. It is proposed to appoint Anna Mikhaylovna Ramanovich as the President of the Association - as proposed by SPb OO CLC Zodiac.

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Terminate the powers of V.Ya. Sidorov as the President of the Association, elected at the conference held on July 8, 2017, ahead of schedule due to loss of trust

Elect and appoint Anna Mikhaylovna Ramanovich as the President of the Association.

In connection with the early termination of the presidential powers of V.Ya Sidorov, within 3 (Three) days of this Conference:

- hand over the reins of the Association to A.M. Ramanovich,

- deliver the statutory documents, seal, financial statements, bulletins of the Association and other documents associated with the activities of the Association to A.M. Ramanovich,

In the case of illegal and unjustified evasion of V.Ya. Sidorov from providing the statutory documents, the members of the Association will be forced to apply to the court for compulsory discovery of the statutory documents with all related legal expenses covered by V.Ya. Sidorov.

Issue 3: Early termination of the powers of T.P. Kalyagina, Vice President, and the election of a new Vice President of the Association

THE CONFERENCE HEARD A REPORT OF:  I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to appoint T.P. Kalyagina as the Vice President of the Association shall be rescinded, and therefore I propose to terminate the powers of T.P. Kalyagina ahead of schedule.

Two members were nominated to the post of Vice-President: O.A. Kozyakova and N.S. Antipov I propose to vote for each nominee individually.

Voting on Mrs Kalyagina’s early termination: for - 8, against - 0, abstained - 0.

Voting on appointing O.A. Kozyakova: for - 1, against - 6, abstained - 1.

Voting on appointing N.S. Antipov: for - 6, against - 1, abstained - 1.

RESOLVED: Terminate the powers of T.P. Kalyagina, Vice President of the Association, ahead of schedule. Elect and appoint N.S. Antipov as the Vice President of the Association.

Issue 4: Early termination of the powers of M.N. Grigoryeva, Secretary, and the election of a new Secretary of the Association

THE CONFERENCE HEARD A REPORT OF:  I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to appoint M.N. Grigoryeva as the Secretary of the Association shall be rescinded, and therefore I propose to terminate the powers of M.N. Grigoryeva ahead of schedule.

Two members were nominated to the post of Secretary: M.N. Grigoryeva and Ye.A. Noskova

Voting on Mrs Grigoryeva’s early termination: for - 8, against - 0, abstained - 0.

Votes: M.N. Grigoryeva: for - 1, against - 7, abstained - 0.

Votes: Ye.A. Noskova: for - 7, against - 1, abstained - 0.

RESOLVED: Terminate the powers of M.N. Grigoryeva, Secretary, ahead of schedule.

Elect and appoint Ye.A. Noskova as the Secretary of the Association.

Issue 5: Early termination of the powers of the Audit Commission and the reshaping of the Audit Commission of the Association.

THE CONFERENCE HEARD A REPORT OF:   I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to establish the Audit Commission of the Association comprising: Ye.Ya. Zagorskaya and M.A. Reutova, and therefore I propose to terminate the powers of the Audit Commission ahead of schedule and reshape the Audit Commission as comprising I.I. Larochkina, O.A. Kozyakova, O.A. Poluektova, shall be rescinded

 

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Terminate the powers of the Audit Commission comprising Ye.Ya. Zagorskaya and M.A. Reutova ahead of schedule.

Reshape the Audit Commission as comprising I.I. Larochkina, O.A. Kozyakova, O.A. Poluektova.

Issue 6: Conferring the Honorary President of the Association title on T.P. Kalyagina

THE CONFERENCE HEARD A REPORT OF: Ye.A. Noskova: for the longstanding work in the field of domestic felinology and great merits before the Association, I propose to confer the Honorary President of the Association title on T.P. Kalyagina, with the publication of this information on the official website of the Association.

K.A. Milykh: The Association is not entitled to appoint members of the Association as the Honorary President, since the President of the Association is the executive body, therefore, I propose to confer the Honorary Member of the Association title.

Voted: for - 7, against - 0, abstain - 1.

RESOLVED: Confer the Honorary Member of the Association title on T.P. Kalyagina.

 

Issue 7: Early termination of the powers of the Council and the reshaping of the Council of the Association

THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to shape the Council of the Association comprising: V.Ya. Sidorov, A.M. Ramanovich, V.R. Vasilyeva, Ye.A. Noskova, S.Yu. Sidorov, shall be rescinded

A.M. Ramanovich and Ye.A. Noskova, were not notified of the conference, did not participate there, and did not consent to their inclusion in the Council of the Association.

Therefore I propose to terminate the powers of the Council and reshape the Council of the Association.

The members of the Association proposed to reshape the Association Council as comprising one person representing each full member of the Association as follows: I.I. Larochkina, O.V. Shirokova, Ye.A. Noskova, O.A. Kozyakova

Club Bastet proposed no nominees to the Council.

Ye.I. Larochkin proposed to consider heads of clubs as the Council members.

Voted on the proposal to consider the head of each club as a Council member: for - 1, against - 7, abstain - 0.

Voted on the proposal to consider any person authorized by each club as a Council member: for - 7, against - 1, abstain - 0.

RESOLVED:  Any person authorized by a club to represent it in the Council may act as a Council member from such a club.

It was proposed to vote for the early termination of the Council's powers and for the list of the Council members out of the club nominees included in the agenda: I.I. Larochkina, O.V. Shirokova, Ye.A. Noskova, O.A. Kozyakova

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: terminate the powers of the Council of the Association comprising V.Ya. Sidorov, A.M. Ramanovich, V.R. Vasilyeva, Ye.A. Noskova, S.Yu. Sidorov, ahead of schedule, and reshape the Council of the Association as comprising one person representing each full member of the Association as follows: I.I. Larochkina, O.V. Shirokova, Ye.A. Noskova, O.A. Kozyakova

Issue 8: Early termination of the powers of the commissions and the reshaping of the commissions of the Association

THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to establish the following commissions:

Registration Commission,

Disciplinary Commission,

Commission for Relations with the FIFe,

Commission for Administrative and Economic Activities,

Commission for Admission to the Association,

I propose to: terminate the powers and obligations of the commissions established at the illegitimate conference, establish new commissions in accordance with the requirements of the Charter,

vote for the lists of candidates of each commission. To ensure the activities of the Association, it is necessary to establish the following commissions comprising the members as proposed below:

Commission for Pedigree and Population Records comprising:

Ye.Ya. Zagorskaya

O.A. Kozyakova

Ye.A. Noskova

Ye.A. Popova

S.V. Antipova

I.I. Larochkina

Show Commission comprising:

S.V. Antipova

O.A. Kozyakova

M.A. Reutova

Disciplinary Commission comprising:

M.A. Reutova

N.S. Antipov

Ye.A. Noskova

Commission for Admission to the Association comprising:

A.M. Ramanovich

I.I. Larochkina

N.S. Antipov

Commission for Standarts and Issues for the General Assembly of FIFe consisting of:

Ye.Ya. Zagorskaya

Ye.A. Noskova

A.M. Ramanovich

No proposals, comments on the number of commissions, their name, and composition were received.

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: terminate the activities and powers of the earlier elected commissions and reshape the commissions based on the Charter in the compositions proposed.

Oblige the commissions whose actions are terminated to deliver all the working documentation including registers of numbers, pedigree databases and pedigree books to the reshaped commissions within three days of this Conference. Appoint Ye.Ya. Zagorskaya as the PIC for the receipt of the above.

The newly elected commissions shall develop and submit regulations and procedures of the commissions to A.M. Ramanovich, President of the Association, for approval within two weeks.

The Commission for Pedigree and Population Records shall submit a draft breeding program to A.M. Ramanovich, President of the Association, for approval within one month.

Issue 9: Early termination of the powers of the Treasurer and the election of a new Treasurer of the Association

THE CONFERENCE HEARD A REPORT OF:   I.I. Larochkina, who reported that, due to recognizing the conference of July 8, 2017, as illegitimate, the decision to elect V.P. Vasilyeva as the Treasurer of the Association shall be rescinded, and therefore I propose to terminate the powers of V.P. Vasilyeva ahead of schedule and elect Ye.V. Klyusovets as the Treasurer of the Association.

Oblige V.P. Vasilyeva to deliver all the financial statements for the period of 2014 thorough present, information on any current financial liabilities of the Association, and the cash balance of the funds available as of the current date to the newly elected Treasurer, within three days of this Conference.

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Terminate the powers of V.P. Vasilyeva, Treasurer, ahead of schedule.

Elect e.V. Klyusovets as the Treasurer of the Association.

Oblige V.P. Vasilyeva to deliver all the financial statements for the period of 2014 thorough present, information on any current financial liabilities of the Association, and the cash balance of the funds available as of the current date to the newly elected Treasurer. within three days of this Conference.

Issue 10: Appointing the administrator of the Association’s official website

THE CONFERENCE HEARD A REPORT OF: Ye.A. Noskova, who proposed to elect Ye.Ya. Zagorskaya as the administrator of the official site of the Association and the person responsible for its content.

 

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Appoint Ye.Ya. Zagorskaya as the administrator of the site of the Association and the person responsible for its content.

Issue 11: Discussing the 2018 draft estimates.

THE CONFERENCE HEARD A REPORT OF: I.I. Larochkina representing the report on the 2018 draft estimates.

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Due to the lack of legal, accounting,and reporting documents of the Association, the proposed estimates were adopted as a draft (Appendix No. 3) .

Issue 12: Approving the Charter in a revised wording in accordance with the requirements of the current legislation

THE CONFERENCE HEARD A REPORT OF: Ye.A. Noskova, who informed the Conference attendees about the need to change the Association's legal address to the City of Moscow as the most convenient location, since it will be convenient for all the region-based members of the Association to get to and hold relevant meetings.

Along with changing the address, I propose to approve the Charter in a new wording and bring it in accordance with the current legal requirements.

 

Voted: for - 8, against - 0, abstain - 0.

RESOLVED: Change the Association's legal address and approve the Charter in a new wording and bring it in accordance with the current legal requirements

Issue 13: Approving admission and membership fees, and the correspondent procedure, conditions and terms, and amounts.

THE CONFERENCE HEARD A REPORT OF:  I.I. Larochkina, who proposed to approve membership fees for the full members of the Association in the amount of EUR 200, entrance fees for new members of the Association in the amount of EUR 300. The members of the Association on probation shall not pay any membership fees.

Determine the procedure for paying membership fees to the Association in any legal ways (both in cash and by wire transfer) with mandatory confirmation of payment.

Membership fees shall be paid in rubles at the exchange rate of the Central Bank of the Russian Federation applicable as of the payment date.

Terms for paying membership fees: annual membership fees shall be paid within Q1 of the current year; admission fees shall be paid within a month of admitting a new member to the Association.

 

Voted: for - 6, against - 0, abstain - 2.

RESOLVED: Approve the membership fee size, and the procedure and terms for their payment.

With all the agenda issues considered, the Conference is deemed closed.

 

The closing time of the Conference: 2:20 p.m.