Approved
by the resolution of the General Meeting of Co-founders
of June 14, 2013
Minutes No. 1

Articles of Association

Of Non-commercial Partnership

International Institute of Business Analysis, Russia Chapter

Moscow, 2013

1. General Provisions
   1. Non-Commercial Partnership “International Institute of Business Analysis, Russian Chapter” (NCP “IIBA, RC”), hereinafter referred to as “Chapter”, is the Chapter of International Institute of Business Analysis (hereinafter - IIBA^®). The Chapter is the non-commercial organization based upon membership, and does not pursue profit making as the main objective of its activity.
   2. The Chapter was duly founded and acts in compliance with the Constitution of the Russian Federation, Civil Code of the Russian Federation, Federal Law of the Russian Federation No. 7-ФЗ “On Non-commercial Partnerships” of January 12, 1996 and other regulations, as well as in compliance with the present Articles of Association and other documents of the Chapter.
   3. The Co-founders of the Chapter are fully legally capable natural persons.
   4. The Chapter is considered to be founded as the legal entity since it was incorporated in accordance with the procedures required by the law, has its own independent assets, an independent balance sheet, the seal with Russian text, stamps and form sheets with their full business name printed on them, bears responsibility for owing these assets, and can acquire and exercise proprietary and non-proprietary rights, bear certain liabilities and act as a plaintiff and defendant in the court on its own behalf.
   5. The property conveyed to the Chapter by its members is owned by the Chapter. The members of the Chapter do not incur liabilities of the Chapter, and the Chapter does not incur the liabilities of its members.
   6. To implement the objectives set in the Article, the Chapter has a right to conduct an entrepreneurial activity corresponding to the objectives of the Chapter, as well as to incorporate commercial and non-commercial partnerships, enter associations and unions, and create its own Chapters and representative offices both in the territory of the Russian Federation in accordance with the national legislation, and abroad in accordance with laws of the appropriate state.
   7. The Chapter has a right to open accounts in due order, including foreign currency accounts, with the banks in the territory of the Russian Federation and abroad. The Chapter accounts for revenues and expenses accrued on its entrepreneurial activity.
   8. The procedure for management of the Chapter and the procedure for establishing its management bodies are determined by the present Articles of Association and Provisions on these management bodies laid down in compliance with the present Articles of Association. The Chapter has a right to adopt any other internal provisions (local regulations) that define the procedure for the Chapter activity in the part that is not covered by the present Articles of Association.
   9. The Chapter is founded for an unlimited period of time.
   10. Name of the Chapter.

Full business name in Russian: Некоммерческое Партнерство «Международный Институт Бизнес Анализа, Российское Отделение»
Short name in Russian: НП «МИБА РО»

11. Location of NCP “IIBA RB”:

115054, Russian Federation, Moscow, Novokuznetskaya str, 35/37, apt. 139.
This is the address where the sole executive body, the President of the Chapter, is located.

12. Mail address of the Chapter and the place of the documents keeping:

115054, Russian Federation, Moscow, Novokuznetskaya str, 35/37, apt. 139.

13. Official web-site of the Chapter: http://russia.iiba.org/.
14. The Chapter has a right to have its own printed body (professional magazine, etc.) registered in accordance with the duly procedure stipulated by the law for the Russian Federation.
15. To pursue the purpose of implementation of the state social, economical and taxation policies, the Chapter is responsible for keeping its documents (managerial, financial and economical, personal staff documents, etc.) and assures the handover of the documents that have scientific and historical importance for storing in central Moscow archives.
2. Objectives and types of activity of the Chapter
   1. The main activity lines of the Chapter are development and promotion of methods and tools of business analysis in different spheres in the territory of the Russian Federation and abroad, increasing the significance of the profession of a business analyst, representation and protection of common interests of the professionals in the sphere of business analysis and the representation of IIBA^® at the local level.
   2. The Chapter sets up the following objectives:
      1. promotion of a business analyst as the recognized profession;
      2. providing the members of the Chapter with the opportunity to communicate and to get knowledge from recognized specialists in business analysis;
      3. providing the access to the official “Knowledge Base”, to the forums of the Chapter and IIBA^® for exchange of experience, expression of professional points of view and building up its own goodwill in the sphere;
      4. giving opportunities to study best practices in business analysis;
      5. development and improvement of theoretical grounds and practical methods in business analysis;
      6. increasing the number of professional specialists in business analysis occupied in different economic spheres, social infrastructure and public life in the territory of the Russian Federation;
      7. development, mastering, distribution and deployment of modern methods and business analysis tools;
      8. organization, conducting and methodological support of various forms of education, advanced training, professional training and re-training of specialists in business analysis;
      9. certification of organizations and specialists in business analysis in compliance with the established national and international requirements;
      10. accreditation of study centers and other educational institutions that prepare and educate specialists in business analysis in compliance with the established national and international requirements;
      11. organization and conducting events contributing to the strengthening of creative relations and professional links of business analysis scientists and practitioners;
      12. rendering practical help and consulting services for enterprises and organizations on application of methodology of business analysis, as well as to their partners, including foreign ones, in implementation of joint projects on the basis of business analysis;
      13. cooperation with International Institute of Business Analysis (IIBA^®), and other organizations and companies interested in the development of business analysis.
   3. In accordance with the listed objectives the Chapter exercise the following types of activity:
      1. Scientific research and development, including:
         1. search of new perspective directions in business analysis, focusing and coordination of research in this sphere;
         2. development and introduction of contemporary methods and tools of business analysis upon orders of stetes, orders of the members of the Chapter on the contractual basis, as well as upon contracts with Russian and foreign enterprises and organizations;
         3. organization of fundamental and appli    ed research and developments in business analysis, including joint projects with Russian, foreign and international organizations and companies.
      2. Training of professionals of business analysis, including:
         1. working out of methodological materials, study guides and business analysis manuals;
         2. preparation of program courses in business analysis for integrating them into curriculums of HEIs and other institutions that exercise educational activity;
         3. participation in training of specialists in business analysis within the higher education system, postgraduate additional education, advance training and re-training of specialists with higher education;
         4. organization and conducting of special workshops and master-classes, as well the organization, methodological support and delivering of study courses on training business analysts in the Russian Federation and abroad;
         5. conduction of voluntary accreditation of study centers and other educational organization that train, re-train and provide advance training of specialists, as well as other kinds of educational activity in business analysis including preparation for certification on conformity with international requirements;
         6. organization and conduction of voluntary certification of organizations and business analysts;
         7. participation in the development of national standards and other regulatory and legal documents that settle the activity of enterprises and organizations of business analysis;
         8. delivering consulting services on business analysis issues, creation of corporate standards and information systems of business analysis.
      3. Marketing, including:
         1. collection and analysis of information on opportunities and needs of Russian and foreign organizations, enterprises, companies in the projects to be implemented (including joint ones) and application of business analysis tools in the Russian Federation and abroad;
         2. collection and analysis of commercial information on the business analysis tools being developed and those introduced in the market, and on the existing demands for these tools;
         3. payable provision of the information on the contemporary methods and tools of business analysis to Russian and foreign companies, enterprises and firms that are interested in them;
         4. delivering services of searching for business partners to conclude agreements and contracts;
         5. advertising activities.
      4. Production activities, including:
         1. participation in preparation and implementation of business analysis projects in various industrial sectors, as well as and non-industrial services in the Russian Federation and abroad;
         2. delivering of intermediary services with the purpose of assistance in settlement of arguable questions arising in the course of implementation of business analysis projects;
         3. investments of the resources the Chapter owns and delivering services on attraction of capital investments for implementation of business analysis, including cooperative ones, both in the Russian Federation and abroad, and founding of units, Chapters, small enterprises and joint ventures to reach this objective;
         4. manufacturing and sales of scientific and technical, software, industrial and other products intended for business analysis and its implementation.
      5. Information and publishing activity, including:
         1. analysis and generalization of experience in development and application of business analysis tools in various areas of activity in the Russian Federation and abroad;
         2. organization and support of information data bases in the sphere of business analysis, organization of information exchange with the corresponding foreign data bases;
         3. publishing of scientific and technical literature, informational and promotional materials in the specialization of the Chapter;
         4. distribution of international printed materials, as well as organization of publishing its own materials and translations of foreign publications in the Russian language;
         5. organization of Russia-wide and international conferences, symposiums, congresses, meetings, workshops and exhibitions, meetings for exchanging the experience in business analysis both inside the country and abroad;
         6. publishing of a professional magazine on the matters of business analysis.
      6. International cooperation and external economic activity, including:
         1. international cooperation on all the activity types stipulated by p.p. 2.3.1-2.3.5 of the present Articles of Association;
         2. representation of members of the Chapter in international and foreign organizations and companies conducting business analysis;
         3. representation of interests of foreign organizations and companies in the Russian Federation on the commercial basis.
   4. Objects of export realized by the Chapter in compliance with the objectives of the Articles of Association are:
      1. patents, licenses, know-how and other scientific and technical production developed by the Chapter, its units, departments, small enterprises and joint ventures, as well as those developed by the members of the Chapter;
      2. industrial, scientific and technical production manufactured by the Chapter, its units, departments, small enterprises and joint ventures in cooperation with other organizations and enterprises;
      3. curriculums, certification programs and other methodological developments in business analysis teaching and conduction of certification of specialists and organizations produced by the Chapter, its units, departments, small enterprises and joint ventures in cooperation with other organizations and enterprises;
      4. information services, marketing, assessment of projects, preparation and management of projects, as well as other scientific and technical services within the specialization of the Chapter.
   5. Objects of import realized by the Chapter in compliance with the objectives of the Articles of Association are:
      1. patents, licenses, know-how, specialists training, information support, marketing, project expertise and management of its implementation and other scientific and technical, and commercial services necessary for the successful implementation of business analysis projects in the territory of the Russian Federation;
      2. industrial products, including equipment for the needs of the Chapter, its units, departments, small enterprises and joint ventures and Russian organizations implementing the business analysis projects together with the Chapter.
   6. The Chapter can exercise entrepreneurial activity to such extent it serves achieving of the objectives of Chapter incorporation. Such activity includes profitable manufacturing of goods and services corresponding with the objectives of Chapter incorporation as well acquisition and disposal of bonds, proprietary and non-proprietary rights, participation in economic organizations and trust partnerships as the investor.
   7. Separate types of activity, the list of which is determined by the special legislation, can be exercised by the Chapter only upon receiving a special permission (license). If the conditions of issuing such special permission (license) for exercising certain types of activity stipulate the requirements of exercising this activity as an exclusive one, then the Chapter does not have the right to pursue any other activities while the license is valid except for those activities that are stipulated by it.
3. Membership
   1. Entering and quitting the Chapter as a member is realized on the voluntary basis. Each person interested in promoting of Chapter’ objectives should have an opportunity to enter the organization. The membership should be accessible for all persons regardless of race, confession, skin colour, age, gender, marital status, national origin, religion or disability.
   2. Legal status of the member of the Chapter is determined by the Articles of Association of IIBA®, the present Articles of Association and Provisions on the membership in the Chapter approved by the Board of Directors of the Chapter.
   3. Those persons cannot become the members of the Chapter:
      1. Persons included in the list in accordance with the p.2 of article 6 of the Federal Law of August 7, 2001 No. 115-ФЗ “On the countering legalization (money laundering) of funds acquired illegally and financing of terrorism”;
      2. Persons in respect of which the legally effective court decision determined that its actions has the signs of extremist activity;
      3. Persons who do not comply with requirements set for the Co-founders (participants, members) of the non-commercial organization by Federal laws in part of the legal status, order of incorporation, activity reorganization and liquidation of non-commercial organizations of certain kinds;
      4. Persons that have unexpunged or outstanding conviction and/or being imprisoned according to the court decision.

4. The following types of partnership are specified by NCP IIBA RB

1. full-fledged members of NCP IIBA RB

2. honorary members of NCP IIBA RB

5. Full-fledged members of the Chapter

1. Full-fledged members may include natural persons that are citizens of the Russian Federation having reached the age of 18, interested in the joint-cooperation, vindicated the Articles of Association of the Chapter, Code of Practice, Provisions of Membership and other regulations, capable and voluntary committing to contribute to realizing of objectives and tasks that the Chapter has set, and persons that pay membership fee by the due date.
2. Co-founders acquire the grade of full-fledged member by the date of the foundation of the Chapter.
3. The decision of the admission as a full-fledged member of the Chapter is made by the Board of Directors of the Chapter upon the recommendation of Vice President of development not later than 20 (twenty) business days of submitting of the full set of documents that are necessary for the admission to the members of the Chapter provided by Provisions of Membership to the Chapter.
4. The grounds for the Chapter to make the decision on the non-admission to full-fledged members of the Chapter are:
   1. Incompetence of pp.3.3, 3.5.1 of these Articles of Association.
   2. Finding out unreliable data in the documents submitted to the Chapter.
   3. Other grounds provided by federal laws, constitutive documents of the Chapter and by Provisions of Membership.
5. The decision reached by the Board of Directors of the Chapter of the admission or non-admission as a member of the Chapter is conveyed to a candidate in writing within 5 (five) business days of reaching the decision.
6. In case of the Board of Directors take the decision of the non-admission of the natural person as a full-fledged member of the Chapter, enrolment membership fee is reimbursed to the person within 10 (ten) business days after making such a decision.
7. In case of the transfer of the member of the Chapter to another the Chapter, paid membership fees shall not be transferred to the new Chapter, but the member becomes the member of the new Chapter immediately. If membership fees payments of the new Chapter are higher than ones of the previous Chapter, the question of the membership fee is an issue discussed on a personal basis between the member and the new Chapter. Membership fee that have been paid cannot be offset to other members of the Chapter.
   6. Honorary members
      1. Honorary members may include natural persons who significantly contributed to practices of the Chapter, its achievement of the statutory objectives and problem solution, and expressed consent to become the honorary members of the Chapter.
      2. Honorary members of the Chapter may be elected from community workers and public officials, industrialists, famous scientists and industrial workers, as well as foreign citizens recognized by the large community of professionals in business analysis, who made ​​a great contribution and have been providing real support and assistance in the development of business analysis in the Russian Federation and abroad.
      3. Honorary membership is given by the Board of Directors of the Chapter on the proposal of the President of the Chapter, two Vice Presidents, or nominated by the General Meeting of members of the Chapter.
   7. Members of the Chapter, independent from the type of membership have the following rights to:
      
      1. elect and to be elected in corporate bodies of the Chapter;
      2. participate in the voting on all matters relating to the practices of the Chapter;
      3. participate in the work of the Chapter, including taking part in General Meetings, to express their opinions on issues, and to criticize drawbacks of the work of the Chapter;
      4. handle comments and suggestions on all matters of the Chapter and its management bodies, aimed at improving the work of the Chapter;
      5. submit proposals for consideration in committees and commissions of the Chapter to improve legislation of the Russian Federation and the legal and regulatory framework in the field of business analysis, taxation, auditing, finance, as well as other issues related to the work of the Chapter;
      6. use the symbols of the Chapter under the conditions and in the manner determined by the internal documents of the Chapter and in accordance with the applicable law;
      7. receive the information about the practices of the Chapter;
      8. publish at the printed media of the Chapter and on the website of the Chapter, after approval by the editorial board, his or her Articles of Association on the subject of business analysis and experience of business analysis in their organizations;
      9. use free access to the materials in the limited (members-only) access to the site of the Chapter;
      10. attend free events conducted by the Chapter;
      11. participate in committees and working groups established by the Chapter for specific projects and activities;
      12. apply to the Chapter for help in protecting professional interests in the implementation of practices related to the objectives and tasks of the Chapter;
      13. receive from the Chapter advice on development of professional skills and competencies, participate in seminars, roundtables and other events organized by the Chapter for such purposes;
      14. receive organizational and advisory support from the Chapter while considering issues affecting the legitimate professional interests of members of the Chapter at the police and judicial agencies;
      15. receive from the Chapter assistance in solving any other issues that fall within competence of the Chapter;
      16. receive from the Chapter the documents confirming membership in the Chapter;
      17. use the benefits of payment at Training Centers accredited by the Chapter, if available;
      18. represent by proxy of other members of the Chapter at the General Meetings;
      19. quit membership of the Chapter freely, in case of giving to the Board of Directors a notice in written form in the manner required by Provisions of Membership;
      20. possess other rights as required by the legislation of the Russian Federation, by the Articles of Association of the Chapter and regulations of the Chapter;
   8. Rights of the Chapter members cannot be transferred to third parties.
   9. Chapter members independent from the type of membership voluntarily assume the following responsibilities:

1. to comply with the Articles of Association of the Chapter, Code of Practice, Provisions of Membership and other statutory regulations;
2. to implement the decisions of the corporate bodies of the Chapter;
3. to notify the Chapter of change in the information to be included in the Register of members of the Chapter, not later than 10 business days after the relevant changes have come into existence ;
4. to participate in the monitoring activities carried out by the Chapter in the administration of complaints and applications against the actions of members of the Chapter;
5. to keep information concerning the procedures of the Chapter confidential;
6. to make a point of carrying out the decisions made by General Meetings of the Chapter members, The Board of Directors of the Chapter, President of the Chapter within their competence;
7. to perform other duties arising from the current legislation of the Russian Federation, Articles of Association of the Chapter, the decisions of the corporate bodies of the Chapter.
   10. In addition to p. 3.11, full-fledged members of the Chapter voluntarily assume the following responsibilities:

1. to be fully engaged in the practices of the Chapter focused on the development and improvement of business analysis;
2. to contribute to the achievement of objectives of the Chapter, including the implementation of the business priorities of the Chapter;
3. to pay compulsory fee approved by the Board of Directors of the Chapter consistently and by the due date.
   11. The following types of compulsory fee are provided by the Chapter:

1. enrolment fee;
2. ennual member fee;
3. target fee.
   12. The following corrective actions may be applied to the member of the Chapter:

1. commentary;
2. caution;
3. announcement of inconsistence with for the members of the Chapter occupying elective offices in corporate or internal-control bodies of the Chapter;
4. expulsion from the members of the Chapter.

13. Grounds for taking corrective actions except expulsion from the members of the Chapter might be:

1. violation or failure of the requirements of the Articles of Association of the Chapter, Provisions of Membership, Code of Practice;
2. non-performance of the decisions of the General Meeting and corporate bodies of the Chapter;
3. commission of the actions damaging the Chapter;
4. commission of other actions (default), causing material or moral damage to the interests of the.
   14. Chapter Membership may be terminated by the decision of the Board of Directors of the Chapter of expulsion from membership of the Chapter in the following cases:

1. failure to pay a compulsory fee;
2. multiple, documented non-performance or improper performance of his duties by the member of the Chapter, as well as intended preclusion of achievement of the objectives of the Chapter by his actions.
   15. Members who were late paying another membership fee of more than 30 days will be removed from the list of members of the Chapter. Expelled member of the Chapter can be restored by payment in full of all compulsory fees unsettled by the member towards the Chapter.

16. A person is considered to be excluded from the members of the Chapter after the decision made by the Board of Directors of the Chapter to expel him and making a corresponding record to the Unified Register of the Chapter Members.
17. In the setting of termination of membership in the Chapter membership fees are not refundable and are used to achieve the stated objectives and solution of the statutory tasks of the Chapter.
18. Chapter members are not entitled to receive part of their property or the value of his property when leaving the Chapter, including sums within the value of the property transferred by the member of the Chapter into his property (enrolment, annual member and target fees).
19. Questions concerning membership are not reflected in the present Articles of Association shall be governed by the Provisions of Membership approved by the Board of Directors.
4. Administrative procedures of the Chapter
   1. Corporate bodies of the Chapter consist of:

1. General Meeting of the Chapter
2. Board of Directors of the Chapter
3. President of the Chapter.
   2. General Meeting of the members of the Chapter is the highest management body of the Chapter, hereinafter called “General Meeting”. General Meeting may be annual or extraordinary.
   3. Annual General Meeting should be held at least once a year, not earlier than May,1 and not later than June, 30.
   4. Types and frequency of holding meetings are listed in the table 1. General Meetings of the Chapter

5. An Extraordinary General Meeting may be initiated at the request of not less than 20% of the total number of full-fledged members of the Chapter, or by decision of the Board of Directors or the President of the Chapter. The Board of Directors of the Chapter organizes Extraordinary General Meeting within one month from the date of request.
6. By decision of the Board of Directors General Meeting may be held in person or in absentia.
7. General Meeting of the Chapter shall be called by the Board of Directors by notification of the Chapter members sent by e-mail the date of the General Meeting, form of meeting holding (in person / in absentia), place and time, as well as on the provision of materials to the General Meeting no later than 10 (ten) business days up before the date of such meeting. Announcement of the General Meeting is hosted on the website of the Chapter not less than 10 (ten) business days before to the date of the General Meeting.
8. Chapter’s meetings notification procedure is listed in table 2. Meetings notification.

9. The issues to be included in the agenda of the General Meeting should be framed in notification. If necessary, the Board of Directors or the President of the Chapter may include additional issues in the agenda of the General Meeting by giving relevant notification to members of the Chapter, not less than 5 (five) business days before to the date of the General Meeting
10. Proposals to change the calendar of events must be submitted to the President or the Secretary and shall be discussed at the next meeting of the Board of directors;
11. For the calculation of the votes, resulting from the closed ballot, or at the General Meeting by open ballot, the Voting Committee is elected.
12. Votes calculation shall be made within 10 (ten) business days after adjournment of absentee voting or after holding the General Meeting. Voting results are published on the website of the Chapter in the area accessible only to members of the Chapter, not later than 3 (three) business days after the ending of the votes calculation.
13. All members of the Chapter have the right to attend the General Meeting, to participate in the discussion of agenda items and propose solutions, including candidates for the executive authorities.
14. Only entitled members of the Chapter have the right to vote at decision-making. A member of the Chapter shall have one vote through voting.
15. A member of the Chapter may be represented at the General Meeting by authorized representative from the number of other members of the Chapter, acting on the basis of a deputy made for a proper purpose or another enforcement powers.
16. Closed absentee voting is held by the votes on each agenda submitted via e-mail or online at the website of the Chapter.
17. Deadline for electronic voting is 5 (five) business days after the start of voting. Commencement date of the vote shall be considered the date of the General Meeting, at which the issue (s) to be determined by a vote was (were) announced.
18. Exclusive competence of the General Meeting of the Chapter members includes the settling and considering of the following issues:

1. alteration of the Articles of Association of the Chapter;
2. determination of the business priorities of the Chapter, principles of property organization and use;
3. organization of executive authorities, determination of the quantitative composition of the Board of Directors, of the President and early termination of enforcement powers;
4. readjustment and disposition of the Chapter.
   19. Decisions of the General Meeting are made by a simple majority (half plus one) of votes of members of the Chapter presenting at the General Meeting, or who participated in the e-voting, except the issue of readjustment or termination of the Chapter on which the decision is taken unanimously by the members presenting or participating in the e-voting.
   20. General Meeting may not reach decisions on issues not specified in the notification or in the supplementary notification directed in terms of observance of dates of notifications, except the unanimous reaching of such decision by the General Meeting.
   21. Costs of the holding of General Meeting are paid at the expense of the Chapter. The cost of attending members of the Chapter is paid at the expense of the members themselves.
5. Chapter Executive Authorities
   1. Chapter's current practices are performed by a collegial body the Board of Directors of the Chapter and the sole executive body the President of the Chapter.
   2. The procedure of formation, calling, work and enforcement powers of the Board of Directors of the Chapter are determined by this Articles of Association and Provisions of the Board of Directors of the Chapter.
   3. Members of the Board of Directors of the Chapter having the right of the decisive vote include:
1. President – Alexander Belin;
2. Secretary of the President of the Board of Directors – vacant;
3. Professional Development and Training Viсe President – Georgiy Savelyev;
4. Marketing and Communications Viсe President – Alexander Serov;
5. Events Planning Viсe President – president;
6. Practices Vice President – Maxim Smirnov;
7. Financial Vice President – external staff;
8. Membership Vice President – Dmitry Mikhailov.
   4. Immediately after the appointment of all of the above officials become members of the Board of Directors;
   5. Ex-president is the member of the Board of Directors who has consultative vote. Previous president becomes Ex-president after the re-election or voluntary separation, and this position is maintained for them for the term of the office of the new President.
   6. Only natural person from the number of full-fledged members of Chapter, who is a member of International Institute of Business Analysis (IIBA®), who has higher education and is a Member of the Russian Chapter of the International Institute of Business Analysis at least for two years can become a member of the Board of Directors or the President of the Chapter. This requirement does not apply to the ex-president.
   7. Board of Directors of the Chapter is a permanent collegial corporate body of the Chapter. Initially, the Board of Directors is elected by the General Meeting of members of the Chapter at its establishment.
   8. The term of enforcement powers of each member of the Board of Directors, elected at the original establishment of the Chapter before the first re-election may not exceed 6 (six) years.
   1. After the initial election of the Board of Directors in the establishment of the Chapter, a special conditions function for the first four years when the annual re-election of the Board members is not held.
   2. After the first four years of the establishment of the Chapter the members of the Board of Directors are re-elected on the Annual General Meetings according to the procedure as follows:

1. Marketing Viсe President, Membership Viсe President and Financial Viсe President are re-elected at the first re-election;
2. Development Viсe President, Training Vice President and Secretary are re-elected on the second re-election;
3. Practices Vice President and President are re-elected to a third re-election.
   3. In future the order of priorities of re-elections is repeated in the prescribed manner, the term of enforcement powers of each member of the Board of Directors expires before the regular negotiations and is no more than three years.
   9. Limitations on the number of terms of enforcement powers of members of the Board of Directors are not stipulated.
   10. The Board of Directors or the Nominations Committee created by the Board shall prepare a list containing the names of candidates for each position of the Board and determine eligibility and willingness of each nominee to stand for election. Candidates for Board members also may be nominated as part of the submission of the application established by the Nominations Committee or the Board. Elections are held at the Annual General Meeting by a vote.
   11. The Board of Directors may estrange from the current office a member of the Board of Directors if he terminates his membership in the International Institute of Business Analysis (IIBA) or in the Chapter by reason of non-payment of membership fees, or if a member of the Board of Directors failed to attend 3 (three) consecutive meetings of the Board of Directors.
   12. Member of the Board of Directors may prematurely resign by submitting a written request to the President of the Chapter. If another procedure and terms are not specified in the request or are not defined by the Board of Directors, the enforcement powers of a member of the Board of Directors shall terminate from the receipt date of written notification by the Board of Directors.
   13. If a position on the Board of Directors becomes vacant, the Board may appoint a successor from the current Board, to serve as the vacant position until the end of the term of commission. If it is more than half of the term of commission, the Board may call special elections for the post to preserve order of substitution of the positions at the Board.
   14. In case of early termination of the enforcement powers of the President, if the President is unable or unwilling to meet current term of enforcement powers, presidency will be distributed among the other members of the Board of Directors. This distribution of enforcement powers must be valid for the remainder of the term of ousted President.
   15. If members of the Chapter are dissatisfied with the Board, the bill signed by 60% of members may be represented to the President petition of the Chapter, and the issue will be considered at an extraordinary meeting or the next scheduled General Meeting for appropriate action.
   16. Election procedure of the Board of Directors members.
   1. Elections are held at the Annual General Meeting of the Chapter members.
   2. Pre-term re-elections of the Board of Directors member are held in case:

1. Voluntary separation of one of the members of Board of Directors;
2. Termination of his membership with IIBA®;
3. Of decision reached be the Board of Directors with not less than two-thirds of votes in case of non-performance or improper performance of his duties.
   3. One month before the elections the Chapter makes an announcement, including posting it on the website of the Chapter, about the beginning of the election campaign with an indication of the competitive positions.
   4. Current member of the Board of Directors, which occupies a position exposed to the competition, has the right to participate in elections on a common basis.
   5. Further to results of the elections a vacant position is taken by the candidate that has received the highest number of votes. If only one candidate is exposed to the competition, the voting is not held and the candidate fills the vacancy.
   17. To exclusive competence of the Board of Directors of the Chapter the settling of the following issues belongs:

1. establishment of Chapters and representative offices of the Chapter;
2. participation in other organizations;
3. reaching the decision on the convening and holding of annual and extraordinary General Meetings of the Chapter and approval of the agenda;
4. preparation of proposals of business priorities of the Chapter;
5. approval of the annual report and, in cases provided by law, the annual accounting balance of the Chapter;
6. approval of the financial plan of the Chapter and its alteration;
7. establishment of funds of the Chapter;
8. approval of internal documents of the Chapter relating to the current practices of the Chapter, including the Provisions of the Board of Directors, of the President, of convening and reaching decisions by the General Meeting of members of the Chapter;
9. approval of the Provisions of Membership in the Chapter, the size and the order of payment of one-time membership fee and annual membership fee, approval of other internal Statutes, including committees and subcommittees;
10. establishment of committees and subcommittees of the Chapter;
11. order establishing of using means of individualization of the Chapter;
12. admission and expulsion of members of the Chapter;
13. other issues related to the competence of the Board of Directors.
    18. Decisions reached by the Board of Directors of the Chapter shall be subject to compulsory implementation for all members and employees of the Chapter that have concluded agreements with the Chapter.
    19. Meetings of the Board of Directors shall be convened by the President of the Chapter or by the written request of 3 (three) members of the Board of Directors in terms established by the Provisions of Board of Directors, or as necessary.
    20. Absentee participation in the Board of Directors involved using the means of television or video conferencing is allowed. Decisions may be reached by the Board of Directors by absentee voting. Procedure of absentee voting is specified by the Provisions of the Board of Directors.
    21. Quorum for reaching decision by the Board of Directors consists of two-thirds of the members voting with the casting vote right.
    22. The Board of Directors of the Chapter decides by a majority vote of the members presenting at the meeting, and in case of absentee voting by a majority vote of the Board of Directors, who sent valid ballots.
    1. In case of a tie vote of the Board of Directors of the Chapter then deciding vote of the President of the Chapter is crucial.
    2. Votes or ballots shall be counted by the Nominations Committee or persons responsible for votes calculation, appointed by the Board.
    3. None of the actual members of the Nominations Committee can be included in the list of candidates prepared by the Committee.
6. Chapter President
   1. Initially Chapter President is elected on the General Meeting of the members of the Chapter at its establishment.
   2. The term of enforcement powers of the Chapter President initially elected at the establishment of the Chapter, may not exceed 6 (six) years before the first re-election.
   3. Terms and order of holding regular President elections are determined by the rules established by this Articles of Association for the Board of Directors, p.p.5.7, 5.10 hereof Articles of Association.
   4. Restrictions on the number of terms of enforcement powers of the President of the Chapter are not available.
   5. Chapter President is the Chairman of its Board of Directors.
   6. President of the Chapter is the Chief Executive Officer.
   7. President is a voting member of all committees created in the Chapter.
   8. Employment agreement with President as CEO of the Chapter is concluded by the Board of Directors on behalf of the Chapter acting by a member of the Board of Directors, entitled by the Board of Directors on signing of the agreement with the President. Remuneration of the President set in accordance with the financial plan of the Chapter.
   9. Chapter President is the sole executive body of the Chapter; shall operate with full attorney on behalf of the Chapter, and his jurisdiction includes all issues that are not assigned to the exclusive competence of the General Meeting and the Board of Directors, including:
   1. chairs meetings of the Board of Directors of the Chapter and General Meetings;
   2. defines the terms of remuneration of employees of the Chapter, sets limits and estimated administrative costs;
   3. hires and fires people in accordance with the labor legislation of the Russian Federation of Chapter employees, takes to them corrective actions and incentives concludes agreements of civil legal nature;
   4. issues orders, regulations and approves instructions, internal regulations, staffing, local statutory regulations governing the employment relationship in Chapter;
   5. has the right to sign financial documents, the right to sign the civil and employee agreements on behalf of the Chapter;
   6. performs any transactions on behalf of the Chapter, including those with movable and immovable property, securities, reveals the name of the Chapter and closes bank accounts;
   7. executes powers of attorney, including the right of substitution;
   8. represents the interests of the Chapter in government, local government, in any organization, in their relations with citizens;
   9. consider applications and proposals from members of the Chapter;
   10. has the right to delegate some of its enforcement powers to the members of the Board of Directors of the Chapter;
   11. organizes accounting record-keeping and preparation of human resources and other documentation, makes the draft of the financial plan of the Chapter, presents them in certain cases to the approval of the Board of Directors of the Chapter;
   12. organizes bookkeeping and accounting of the Chapter, preparation of the annual report and, if necessity, the annual accounting balance of the Chapter and submits them for approval to the Board of Directors of the Chapter;
   13. provides clerical correspondence and maintenance of the archives of the Chapter;
   14. provides registration of the enrolment and annual membership fees and control over their timely payment.
   10. Chapter President performs other necessary duties to ensure the practices of the Chapter, except the duties which are the exclusive competence of other corporate bodies of the Chapter.
   11. Chapter President shall be responsible to the Chapter for its performance.
   12. Chapter President is reporting to the General Meeting of the members of the Chapter.
7. Secretary of the Chapter Board of Directors

The Secretary is responsible for documentation of all meetings of the Chapter and the meetings of the Board of Directors of the Chapter. The Secretary is also responsible for all correspondence with members of the Chapter and the International Institute of Business Analysis, except the protocol within a framework of the established committees.

8. Chapter Accountant

Accountant of the Chapter is responsible for the management of the funds of the Chapter. Accountant of the Chapter is reporting to the Board of Directors of the Chapter and shall provide all the necessary data for the annual audit.

9. Other positions (see page 7)
10. Chapter structure
    1. The Board of Directors may authorize the establishment of committees and subcommittees to consider specific issues in order to promote the organization's objectives. The Board shall establish the regulations for each committee, which is determined by the objectives, the enforcement powers and the expected results of the committee. Committees shall be responsible to the Board.
    2. With the approval of the Board of Directors President appoints the Chairman of the Committee from the members of the Chapter. Chairman of the Committee forms a committee from the members of the Chapter.
    3. Meetings of the Committee (Subcommittee) held at the initiative of the Board of Directors, Chairman of the Committee (Subcommittee), or 20% of the members of the committee (subcommittee). Written notification of the meeting of the Committee (Subcommittee) sent to members of the committee (subcommittee) by Chairman of the Committee (Subcommittee) not less than 5 (five) business days up to the meeting date.
    4. At the beginning of the calendar year or when creating a committee (subcommittee) Chairman of the Committee (Subcommittee) develops a Committee (Subcommittee) work plan.
    5. Chairman of the Committee (Subcommittee) report to the Board of Directors of the Chapter at least once a year for the execution of the work plan, and submits the work plan for the next period to the Board of Directors.
    6. Other structure divisions can be created in the Chapter to ensure the practices of the Chapter.
11. Branches and representative offices of the Chapter
    1. A Branch of the Chapter is a separate unit, located outside the Chapter and performing all functions of the Chapter, or part of them, including the functions of representation.
    2. Representative office is a separate division, which is located outside the location area of the Chapter, represents the interests of the Chapter and protects them.
    3. Branches and representative office of the Chapter are not juridical persons, endowed with property of the Chapter and act on the basis of the Provisions approved by the Board of Directors of the Chapter. Property of a Branch or representative office is recorded on a separate balance and the balance of the Chapter.
    4. Heads of the Branches and representative offices are appointed by the President of the Chapter and operate on the basis of powers of execute to them powers of attorney.
    5. Branches and representative offices operate on behalf of the Chapter. The Chapter carries responsibility for the practices of the Branches and representative offices.
12. Property of the Chapter
    1. On the right of ownership or another property law the Chapter can have:

1. land lots, buildings (including those located in the composition of the housing stock in accordance with the legislation of the Russian Federation), constructions, structures, equipment;
2. stock, cash in rubles and foreign currency, securities and other property.
   2. Chapter sources of property in cash and in other forms are:

1. enrolment and annual membership fees ;
2. regular and recurring income from members of the Chapter;
3. voluntarily cash and property contributions and donations;
4. grants;
5. revenue from sales of goods, works and services;
6. dividends (revenues, interests) on shares, bonds, other securities and deposits, and other non-operating revenues;
7. revenues derived from property of the Chapter;
8. revenues from events and carrying-out of the programs of the Chapter;
9. revenues from business practices of the Chapter and business societies created by the Chapter;
10. other revenues, not prohibited by law.
    3. Chapter has the ownership right towards property transferred in the form of payment, gift, donation or bequest.
    4. General Meeting may decide to pay a one-time members of the Chapter of contributions for specific events or programs.
    5. Members of the Chapter members can individually decide to make a voluntary contribution to the assets of the Chapter. Voluntary contributions to the assets of the Chapter can be made also by third parties in accordance with applicable law.
    6. Annual membership fees shall be established by the Board of Directors and approved by the IIBA in accordance with the policies and procedures established by the Board of Directors of IIBA.
13. Financial Accounting & Reporting to the Chapter. Chapter Auditor.
    1. The financial year of the Chapter corresponds to the calendar year (January 1 to December 31).
    2. Chapter conducts bookkeeping, provides accounting, tax and statistical reporting in accordance with the legislation of the Russian Federation.
    3. Chapter provides information about its practices to the state statistics and tax authorities, to members of the Chapter and to other persons in accordance with the legislation of the Russian Federation.
    4. Responsibility for the condition and reliability of accounting in the Chapter, the timely submission of the annual report and other financial reports to the relevant authorities, as well as information on the practices of the Chapter, submitted by its members, is carried by the President of the Chapter.
    5. Chapter President may contract with a specialized auditing company for the preparation of the audit report and the auditor's report to confirm the accounts. The term of office of the Auditor cannot be more than two years. Upon expiration of the terms auditor may be reappointed.
14. Amendment and agreement
    1. The present Articles of Association may be amended by a majority, i.e. two-thirds (2/3) vote of those voting members of the Chapter presenting at the Annual General Meeting of the Chapter, or the majority, i.e. two-thirds (2/3) vote of the members of the Chapter voted via mail. Mail votes are calculated within forty four (45) days from the date of the General Meeting. Notes on the changes proposed are submitted in writing to the members of the Chapter at least 15 days before the General Meeting.
    2. Amendments can be suggested by the initiative of the Board, or by the petition to the Board submitted by not less than ten percent (10%) of those members participating in voting. All suggested amendments shall be presented by the Board with or without recommendations.
    3. All changes shall not contradict with the Articles of Association of IIBA, policies, procedures, rules and directives approved by the Board of Directors of IIBA, and the Articles of Association of IIBA.
15. Reorganization and liquidation of the Chapter
    1. Reorganization of the Chapter cam be implemented in the form of merging, joining, division, detachment and transformation.
    2. The Chapter is considered to be reorganized, except for reorganization of joining, from the moment of state registration of the newly incorporated organization (-s).
    3. Upon reorganization of the Chapter via its joining with the other organization, the Chapter shall be considered reorganized from the moment of making the entry on the cessation of the activity of the joined organization in the General Register of Legal Entities.
    4. The Chapter has a right to be transformed into the foundation of independent non-commercial organization, as well as into the business entity.
    5. Upon transformation, the Chapter transfers its rights and liabilities to the newly incorporated organization in compliance with the transfer notice.
    6. Liquidation of the Chapter is realized upon the decision of the General Meeting or on the decision of the judicial body in the cases stipulated by the Civil Code of the Russian Federation. Procedure of liquidation is set by the Civil Code of the Russian Federation, Federal Law of the Russian Federation “On non-commercial organizations” and the present Articles of Association.
    7. General Meeting, or the body that takes the decision on the liquidation of the Chapter, selects a liquidation committee (liquidating body), and in compliance with the Civil Code of the Russian Federation and the Federal law of the Russian Federation “On non-commercial organizations”, the procedure and time for the Chapter liquidation.
    8. The liquidation committee publishes in printing materials, which cover information on state registration of legal entities, the announcement of the Chapter liquidation, the order and the period of time within which the creditors could submit their requirements. The period of time for submitting the requirements by the creditors cannot be more than 2 months from the date of publishing the Chapter’ liquidation announcement.
    9. The liquidation committee takes measures on identification of creditors and collection of the accounts receivable, and notifies the creditors in writing on the liquidation of the Chapter.
    10. Upon the termination of the period for the creditors submission of requirements, the liquidation committee completes the intermediate liquidation balance.
    11. The intermediate liquidation balance is fixed by the General Meeting or the body that takes the decision of the Chapter liquidation.
    12. In case all the monetary funds of the liquidated Chapter are not sufficient for satisfaction of the creditors’ requirements, the liquidation committee put the Chapter for the public sale in the order stipulated for the execution of judgment.
    13. Payment of sums to the creditors of the Chapter is effectuated by the liquidation committee in order of precedence set by the Civil Code of the Russian Federation in accordance with the intermediary liquidation balance starting from the date of its approval.
    14. After the completion of settlements with the creditors, the liquidation committee makes up the liquidation balance which is approved by the General Meeting or the body that takes the decision of the Chapter liquidation.
    15. The property left after the satisfaction of creditors’ requirements shall be distributed between the Chapter members registered for the moment of liquidation who have made proprietary contributions in its authorized fund. The distributed part is calculated pro rata to the proprietary contribution by cannot exceed the sum of the contribution.
    16. The property left after the distribution of assets between the Chapter members shall be used for statutory and/or charitable purposes in accordance with the Articles of Association of incorporation.
    17. In case it is not possible to use the property of the Chapter in accordance with its Articles of Association of incorporation, the property is turned into the public revenue.