3.2. The main goals of the Association are:

• presentation and defense of interests of Members and Participants in Central Bank of Russian Federation and in other state bodies of Russia;

• rendering to Members and Participants of organizational, information-analytical, methodical, juridical and other kinds of help;

• raising of prestige, stability and mutual trust of Members and Participants, guaranty of observing by Members the Codex of banking principles, extension of business partnership between Members and Participants as well as the contacts between their chiefs and specialists;

• extension of cooperation of Members and Participants with foreign banks, their Unions and Associations, international financial organizations;

• assistance to credit organizations in consolidation of their resources for realization of large-scale national economy programs;

• development of banking business in Russian Federation, participation in actions carried out by the Central Bank of Russian Federation and other state governing bodies of Russia aimed at development of the Russian bank system;

• assistance in executing of consistent and economically reasonable monetary-credit policy.

3.3. In order to achieve its aims and goals the Association:

• renders Association Members and Participants juridical, organizational, consultative and other kinds of help;

• organizes and ensures functioning of non-government system of settlement of disputes between Members, Participants and their clients;

• analyzes the state and tendencies of development of economics, banking business and market of financial services;

• informs credit organizations about decisions of Bank of Russia and other state governing bodies of Russian Federation, as well as about judicial acts on disputes concerning activities of credit organizations;

• organizes and takes part in conferences, symposiums, exhibitions, “round tables”, seminars and other public events on actual issues of bank activities;

• cooperates with domestic and foreign Unions, Associations and other groupings of credit organizations and entrepreneurs;

• organizes and assists to raising of professional level of chiefs and specialists of credit organizations, contributes to creation of bank schools, Centers and courses for retraining of bank staff, organizes probation period for specialists in credit organizations in Russia and abroad;

• organizes and carries out information-publishing activities, informs the public about the state of bank system; publishes “Bulletin of Association of Russian Banks”;

• initiates, takes part in elaboration and assists adoption of legislative and other normative legal acts aimed at development and strengthening of bank system, at raising its stability and reliability;

• coordinates its activities with the Central Bank of Russia and other state governing bodies of Russian Federation;

• works out and sends to the Central Bank of Russian Federation and other state governing bodies suggestions on realization of united state monetary-credit policy, improving of bank regulation and supervision, improving of tax policy in respect of credit organizations;

• works out and establishes standards of bank activities in accordance with laws in progress;

• controls bank activities of its Members, official activities of their officers within the authorities rendered to the Association by legislation in progress;

• works out and sets the requirements made on credit organizations-non-members of the Association aimed at their entry into the Association (further – criteria of entry);

• uses measures of influence adopted by legislation in progress upon Members of Association;

• exercises collection, handling and storing of information about Members and Participants in accordance with the legislation in progress;

• ensures confidentiality of information about its Members and Participants including information about their clients.

Article 4. MEMBERS AND PARTICIPANTS OF THE ASSOCIATION. THEIR RIGHTS AND DUTIES

4.1. Members of the Association can be commercial banks and other credit organizations of Russian Federation, their groupings (Associations, Unions), other organizations uniting banks and also foreign banks having separate subdivisions situated on the territory of Russian Federation and recognizing the Charter of the Association.

Members of the Association can be organizations not mentioned in paragraph 1 of the very item the activities of which is connected with functioning of financial-credit system of Russian Federation and those which recognize the Charter of the Association.

4.2. Admission to Members and Participants is carried out on the basis of written application to the President of the Association with indication of financial-economical data of applicant’s activities.

Experts of the Association analyze the data and present their conclusion to the President of the Association who, not later than a month since the day of receipt of the membership application, makes a decision whether to recommend to the Council of the Association on its next meeting to admit the applicant to Members or Participants of the Association or to refuse such recommendation with giving to the applicant written ground of such decision.

Applicant becomes Member or Participant of the Association from the moment of adoption of positive decision by the Council of the Association.

4.3. Information about organizations admitted to the Members and Participants of the Association is published in the “Bulletin of the Association of Russian banks”.

4.4. Members of the Association have the right:

   4.4.1. To participate in the activities of the Association including working up of main trends of its activities as well as to participate in realization of programs and projects.

   4.4.2. To participate in forming governing bodies of the Association.

   4.4.3. By order of the Association to present it in international, state, public and other bodies and organizations.

   4.4.4. To get information about the activities of the Association and of its governing bodies.

   4.4.5. To make suggestions to the Association on issues connected with its activities, appeal with inquires and statements to any body of the Association.

   4.4.6. To use, while performing its Charter tasks, the support of the Association in protection of its rights and legal interests in relationships with business partners, state governing bodies and in establishing contacts with foreign bodies and organizations.

   4.4.7. To use informational, organizational and intellectual help of the Association, to get from its specialists consultations and recommendations on their activities within the Charter.

4.5. Participants of the Association have the right:

   4.5.1. To participate in realization of programs and projects of the Association.

   4.5.2. To participate in the work of governing bodies of the Association with the right of deliberate vote.

   4.5.3. By order of the Association to present it in the work of international, state, public and other bodies and organizations.

   4.5.4. To get information about the activities of the Association and of its governing bodies.

   4.5.5. To make suggestions to the Association on issues connected with its activities, appeal with inquires and statements to any body of the Association.

   4.5.6. To use, while performing its Charter tasks, the support of the Association in protection of its rights and legal interests in relationships with business partners, state governing bodies and in establishing contacts with foreign bodies and organizations.

   4.5.7. To use informational, organizational and intellectual help of the Association, to get from its specialists consultations and recommendations on their activities within the Charter.

4.6. Members and Participants of the Association must:

   4.6.1. To observe the points of the Charter and of other normative acts adopted by the governing bodies of the Association, to actively participate in realization of Carter aims and goals of the Association.

   4.6.2. To contribute to the successful activities of the Association.

   4.6.3. To give to the officials of the Association information necessary for realization of Charter aims and goals if rendering such information doesn’t contradict to the legislation of Russian Federation.

   4.6.4. To bona fide execute orders of governing bodies of the Association.

   4.6.5. To observe the Codex of ethical principles of banking business, assist to raising of prestige and effectiveness of work of financial-credit system of Russian Federation, to strengthening of cooperation between Members, Participants and their clients on the basis of good faith, mutual respect and support, absolute execution of mutual obligations.

   4.6.6. In proper time and fully to transfer fees, fulfill taken obligation on financing of Association’s measures.

4.7. On completion of financial year Member or Participant of the Association can leave it on the basis of written statement handed to the Council of the Association.

4.8. Member or Participant of the Association can be excluded from the Association on the decision of the Council of the Association.

The reasons for the exclusion are gross and repeated violations of the Charter and of other normative acts of the Association, systematical violation of duties of Member or Participant of the Association including non-payment of fees or prevention of achievement of Charter aims of the Association.

4.9. Excluded Member or Participant of the Association has the right to appeal against the Council’s decision about the exclusion at the Congress of the Association.

4.10. Information about Members and Participants excluded from the Association are published in the “Bulletin of the Association of Russian Banks”.

4.11. Members and Participants which left or were excluded from the Association bear subsidiary responsibility in the amount stipulated in Paragraph 2.3. of the Charter during 2 years starting from the moment of departure or exclusion from the Association.

4.12. Fees and voluntary donations that were paid by the moment of departure (exclusion) are not returned.

Article 5. GOVERNING BODIES OF THE ASSOCIATION

5.1. Governing bodies of the Association are:

• General Meeting (Congress) of the Association;

• Council of the Association;

• Presidium of the Council of the Association;

• Board of Directors of the Association;

• President of the Association.

5.2. The superior authority body of the Association is General Meeting (Congress) of the Association (further named as Congress);

5.3. The Congress has the right to consider any issues dealing with organization and activities of the Association.

Special competences of the Congress are:

   a) determination of strategic trends of development of the Association;

   b) making changes and additions to the Charter of the Association, adoption of the Charter in new wording;

   c) making decisions about reorganization or liquidation of the Association;

   d) election of the President, members of the Council and members of Auditing Commission of the Association, pre-term stopping of their authorities;

   e) adoption of annual report of the Board of Directors about financial-economic and organizational activities of the Association;

   f) determination of principles of formation and usage of the Association’s property;

   g) considering applications of Members and Participants referred to appealing of decisions of the Council about their exclusion from the Association.

5.4. Regular Congresses are summoned on the initiative of the Council of the Association once a year in dates determined by the Council.

Special Congresses are summoned on the initiative of the Council, Auditing Commission or by demand of not less than one third of the Association’s members.

Suggestions about summoning of special Congress are sent in writing to the Board of Directors with indication of issues that are to be considered and preliminary date of conduction taking into consideration time necessary for preparation to the Congress, not later than 60 days before the date indicated in the suggestion about summoning of the Congress.

Decision about summoning of the Congress is taken by the Council during 15 days starting from the moment of receipt of the corresponding suggestion.

5.5. Organizational measures connected with convocation and conducting of the Congress are taken by the Board of Directors. Members and Participants are informed about convocation of the Congress in writing with indication of provisional agenda, place and time of conducting of the Congress, not later than 30 days before the date of its conducting.

5.6. The Congress is guided by the President or by one of his Vice Presidents according to his order.

Congress has the right to adopt the decisions in case if there are not less than half of Members present at the Congress. If the required quorum is not secured the Board of Directors postpones the Congress till some other date but not more than 40 days.

Members and Participants are informed about this fact in order and time stipulated in Paragraph 5.5. of the Charter.

Reiterated Congress is authorized to adopt decisions if there are not less than 30% of Association’s Members present at the Congress.

5.7. Decisions of the Congress are adopted by voting of its Members present at the meeting, each of them has one vote.

Decisions of the Congress can be adopted without common Meeting of Association’s Members, in the form of absentee vote using means of communication. Congress the agenda of which includes points about election of the Council, Auditing Commission and the President as well as issues stipulated in sub-paragraph e) of Paragraph 5.3. of the Charter can not be held in the form of absentee vote.

Decisions on the issues referred to the special competence of the Congress are adopted by the majority of two thirds of the total number of Members taking part in the meeting/absentee vote.

Decisions on other issues are adopted by simple majority of the Members taking part in the meeting/absentee vote.

Decisions of the Congress are drawn up in the form of Protocol that is signed by the Chairman and the Secretary of the meeting.

5.8. Decisions adopted by the Congress are brought to the notice of all Members and Participants and are obligatory to them.

5.9. The Council if formed out of candidates suggested by the Members of the Association and adopted by the Congress for the 5 years term. It also includes Chiefs of regional bank associations – members of All-Russia Council of regional bank associations.

5.10. To the competence of the Council refers;

   a) adoption of programs and projects of the Association;

   b) adoption of normative documents regulating activities of Presidium of the Council, Auditing Commission, Board of Directors, Court of Arbitration, Assignee on rights of credit organizations’ clients (Bank Ombudsman) as well as funds of permanent and temporary Committees and Commissions that are created by decision of the Council; adoption of rules of their activities in the form of provisions and regulations;

   c) adoption, in cases determined by legislation in progress, of rules and standards of bank activities, making alterations and additions to them;

   d) adoption of demands made to candidates wishing to become Members of the Association;

   e) adoption of decisions about entry of the Association into other organizations and gatherings of Russian Federation as well as into international organizations and gatherings;

   f) adoption of decisions about creation of branches and representative offices of the Association, adoption of provisions about them;

   g) adoption of decisions about creation of funds-in-trust, commercial and other organizations, of printing organs with participation of the Association;

   h) adoption of decisions about audit control of Association’s activities, approval of auditor for such control;

   i) identification of current tasks of the Association, creation of Commissions, working groups and other temporary structures for solving special problems, control of their activities;

   g) adoption of fees amount for the Members and Participants;

   h) adoption budget of expenditure of the Association;

   i) adoption of suggestions of the President about acceptance and exclusion of Members and Participants;

   j) appointment of Chairman and judges of Court of arbitration;

   k) appointment of Assignee on rights of credit organizations’ clients (Bank Ombudsman);

   l) election of Vice President from its members;

   m) adoption of decisions made by the Presidium of the Council;

   o) consideration of annual reports of the Board of Directors about financial-economical and organizational activities of the Association;

   p) formation of collective executive body of the Association (Board of Directors) and pre-term ceasing of its authorities;

   q) adoption of Executive Vice Presidents and Chief Accountant at suggestion of the President;

   r) fixing the amount of salary and awarding bonuses for the President;

   s) taking decisions on other issues of organization and activities of the Association accept those belonging to special competence of the Congress.

5.11. The Council is headed by the President. The Council consists of Vice Presidents and members of the Council. If necessary the Council can co-opt new members in its structure with their further confirmation ant the next Congress.

5.12. On decision of the Council Members and Participants, Executive Vice Presidents, representatives of Russian banks and other associations, of state and public organizations can take part in its work with the right of deliberate vote.

5.13. On decision of the Council its Member can be debarred from participation in Council’s meetings and excluded from its structure before the appointed time according following reasons:

• because of ceasing of membership in the Association of the organization that he represents;

• if there is the appropriate statement;

• in case of systematical nonparticipation in the work of the Council;

• in case of committed actions that contradict to the aims and goals of the Charter or that were or can be the reason of the harm to the interests and business reputation of the Association.

5.14. Meetings of the Council are held not less than once in a quarter and are chaired by the President or, in case of his absence, by one of Vice Presidents.

The Council is warrant to take decisions if there are more than half of its members present at the meeting.

5.15. Decisions of the Council are adopted by voting of its members, each of them has one vote.

Decisions of the Council are adopted by simple majority of votes of its members present at the meeting. In case of tie votes the vote of the Chairman becomes a decisive one.

Decisions of the Council can be adopted without common Meeting of Association’s Members, in the form of absentee vote using means of communication.

Decisions of the Council are drawn up in the form of Protocol that is signed by the Chairman and the Secretary of the meeting.

5.16. On demand of not less than one third of Council’s members the decision adopted by the Council can be submitted for adoption to the Congress. The submitting for adoption to the Congress doesn’t suspend effecting of the adopted decision.

5.17. During the period between meetings of the Council all issues referred to the competence of the Council are considered and solved by the Presidium of the Council.

Presidium of the Council is headed by the President. Presidium of the Council consists of Vice Presidents and members of the Council elected by the latter. The number of Presidium’s members is determined by the Council.

Presidium of the Council is authorized to take decisions if more than half of its members are present at the meeting.

Decisions of the Presidium are adopted by voting of its members, each member has one vote. Decisions of Presidium are adopted by simple majority of votes of its members present at the meeting.

Decisions of Presidium are drawn up in the form of Protocol that is signed by the President and the Secretary of the meeting. Decisions of the Presidium can be re-considered by the Council.

5.18. Board of Directors is the permanently working collective executive body of the Association accountable to the Congress and the Council. Board of Directors is authorized to decide any issues of financial-economical and other activities of the Association that don’t not belong to special competence of other governing bodies of the Association.

5.19. Board of Directors is headed by the President. According to their posts members of the Board of Directors are also Executive Vice Presidents, Financial Director, Chief Accountant and also, on decision of the Council, Chiefs of specialized working bodies of the Association.

Chiefs of structural subdivisions of Board of Directors can take part in the meetings of the Board with the right of deliberate vote.

5.20. Meetings of the Board of Directors are held as may be necessary but not less than once a month, and chaired by the President or, in case of his absence, by one of Executive Vice Presidents.

Board of Directors is authorized to take decisions if there are more than half of its members present at the meeting.

5.21. Decisions of the Board of Directors are adopted by voting of its members, each member has one vote.

All decisions of the Board are adopted by simple majority of votes of its members present at the meeting. In case of tie votes the vote of the Chairman becomes a decisive one.

Decisions of the Board of Directors are drawn up in the form of Protocol that is signed by the Chairman and the Secretary of the meeting. Decisions of the Board of Directors can be re-considered by the Council.

5.22. President of the Association is the sole executive body of the Association. President is elected by the Congress for the term of five years.

5.23. President acts on behalf of the Association without any letter of attorney; he also represents its interests in relations with juridical and physical persons in Russian Federation and abroad, signs contracts, agreements and other transactions on behalf of the Association.

5.24.

   a) organizing of implementation of Association’s governing bodies’ decisions;

   b) organizing of legal guaranties of the Association’s activities;

   c) adoption of documents regulating the activity of the Board of Directors;

   d) organizing of fund raising for programs, projects and other measures adopted by the Association;

   e) considering of statements and suggestions about admission and exclusion of Members and Participants of the Association and submission of the appropriate recommendations to the Council of the Association;

   f) coordination of activities of Association’s branches and representative offices;

   g) forming of working groups and temporary creative groups, attracting of experts for elaboration of programs and projects of the Association;

   h) issuing of orders, adoption of instructions and rules of inner working regulations, issuing of letters of attorney;

   i) establishing the accounts of the Association in credit organizations, command of finance and property of the Association;

   j) adoption of the list of stuff members and functional duties of chiefs and employees of the Association;

   k) fixing of salaries for the stuff of Board of directors, branches and representative offices of the Association, adoption of limits and estimates of administrative-economical expenses;

   l) giving an employment and dismissing of employees of Board of Directors, branches and representative offices of the Association, executing measures of stimulation and punishment.

5.25. President has the right to delegate his authorities to Vice Presidents and to the members of Board of Directors.

5.26. Executive Vice Presidents, chiefs of specialized working bodies of the Association and chiefs of structural subdivisions of the Board of Directors head the main trends of Association’s work and carry out the activities in compliance with their functioning duties.

Article 6. AUDITING COMMISSION

6.1. Auditing Commission of the Association is elected by the Council for the term of five years with the aim of control for financial-economical activities of the Association, its branches and representative offices.

6.2. President, Vice Presidents. Members of the Council, members of the Board of Directors and the stuff of the Board of Directors can not be members of the Auditing Commission.

6.3. The activity of the Auditing Commission is regulated by the Provision adopted by the Council.

Article 7. STRUCTURE OF THE ASSOCIATION

7.1. If necessary the Association opens its branches and representative offices.

   7.1.1. Branches (representative offices) are separate subdivisions of the Association and don’t have status of juridical person. Their activities is regulated by the Charter of the Association and by Provisions adopted by the Council.

   7.1.2. The Association provides branches (representative offices) with property that is registered in the balance of the branch (representative office) and in the balance of the Association.

   7.1.3. Chiefs of the branches (representative offices) are appointed by the President and act according the letter of attorney issued for them by the President.

   7.1.4. Branches (representative offices) act on behalf of the Association that bears responsibility for their activities.

7.2. The Association establishes the Court of Arbitration that is attached to it. The Court of Arbitration considers controversies with participation of Members and/or Participants and/or of other credit organizations.

The activity of the Court of Arbitration is regulated by the Provision and Regulation adopted by the Council.

7.3. Assignee on rights of credit organizations’ clients (Bank Ombudsman) acts in attachment to the Association. Activity of Bank Ombudsman is regulated by the Provision adopted by the Council.

7.4. Governing bodies of the Association can establish specialized working organs, tentative and permanent Committees and Commissions acting on the basis of Provisions adopted by the appropriate governing body of the Association.

Article 8. PROPERTY AND ECONOMICAL ACTIVITIES OF THE ASSOCIATION

8.1. The main source of forming of the Association’s property is fees of its Members and Participants. Monetary funds transferred to the Association by its Members and Participants become property of the Association.

8.2. The Association can have in property buildings, constructions, equipment, inventory, monetary funds, stocks, other securities and property necessary for realization of aims and goals stipulated by the Charter.

8.3. The Association uses its property to achieve Charter aims and goals in accordance with the rules established by legislative of Russian Federation.

8.4. Financial and material resources of the Association are formed by:

• membership fees of Members and Participants;

• one-time purposeful and charitable contributions and donations of Russian and foreign juridical and physical persons;

• incomes from advertising, publishing and other activities in conformity with the Charter aims and goals of the Association and the legislation of Russian Federation;

• incomes from stocks, bonds and other securities;

• other resources received by the Association on the bases that don’t contradict to the legislation of Russian Federation.

8.5. To obtain material-financial supply for implementation of Charter aims and goals the Association has the right:

• carry out editorial-publishing and advertising activities in the way stipulated by the legislation of Russian Federation;

• establish commercial organizations;

• attract and organize the usage of material and financial resources of Russian and foreign investors, other resources for realization of its Charter aims and goals, programs and projects;

• set up accounts, including dollar accounts, in credit organizations;

• use bank credits;

• cooperate with government and nongovernment, including international, organs and organizations, with other juridical and physical persons;

• carry out other kinds of activities meeting the requirements of Charter’s aims and goals and not prohibited by the legislation of Russian Federation.

8.6. On decision of the governing bodies the Association can establish Fund of material support to the banks, Pension Fund and other purpose funds.

8.7. Members and Participants don’t have the right to the property of the Association including membership fees paid by them.

Property of the Association and acquired income are not the subject of distribution among Members and Participants.

Article 9. REORGANIZATION AND LIQUIDATION OF THE ASSOCIATION

9.1. Reorganization (amalgamation, attachment, splitting, detachment, reformation) of the Association can be carried out in accordance with the decision of the Congress in case that not less than one third of Association Members voted for this decision at the Congress.

9.2 Association can be liquidated:

   9.2.1. - in accordance with the decision of the Congress in case that not less than one third of Association Members voted for this decision at the Congress;

   9.2.2. - in accordance with the decision of the Court.

9.3 Liquidation and reorganization of the Association is carried out on the basis and in accordance with the rules stipulated by the Civil Code of Russian Federation and other Federal laws.

9.4. Property of liquidated Association left after satisfaction of creditors’ claims is used for Charter goals and (or) for charitable actions determined by the Congress.

9.5. With the aim of realization of state, social, economical and tax policy the Association provides the preservation of documents (administrative, financial-economical, personnel etc.); uses documentation on the stuff in accordance with established order. At reorganization of the Association all its documents are passed to the assignee in accordance with the established order.

In case of liquidation of the Association documents of permanent keeping, having scientific-historical significance are passed to the state archives of “Mosgorarchiv”; documents on the stuff are passed to the archive of administration of the district on the territory of which the Association is situated.

Classification and passing of the documents is carried out by and at the expense of the Association in accordance with the rules of archive organizations.

9.6. Association is considered as liquidated or reorganized after entry into the state list of juridical persons.