The Charter of the Institute for Information Freedom Development

APPROVED By the General Meeting of the Institute “09”April 2004, Protocol No.1 1. Main clause
  1. The non-profit partnership "Institute of Information Freedom Development", referred further as “The Institute,” has been founded following a decision of a general meeting of the Institute on April 9, 2004.
  2. The Institute is a membership-based independent public foundation that acts in accordance with the Russian Constitution, the Russian Federal Law “On Non-Profit Organizations”, other legislative acts, and this Charter.
  3. Since registered by the State, the Institute is a legal entity according to the Russian legislation, enjoys the rights and has obligations provided to non-profit organizations by the Russian Federal legislation.
  4. The Institute may use its name to purchase and fulfill property or non-property rights, to have duties, to be a plaintiff or a defendant in court, and to make agreements that correspond to the legislation within the Russian Federation, as well as abroad.
  5. The Institute owns certain property, has a personal balance, has bank accounts in roubles and hard currency, and a round stamp with its name. The Institute has a right to have its own flag, logo, pennant and other symbols, including those that must be registered in accordance with the Russian Federal legislation. The Institute has right to act as founder and (or) publisher of mass media.
  6. The Institute is a volunteer, self-managed, non-commercial organization, created at the initiative of citizens who are interested in an organized use of their attempts aimed at protection of human rights in the field of access to information.
  7. The activity of the Institute is based on the principles of free will, equality, self-management, and legality. The Institute is free, in the frames set by the Russian legislation, to decide upon its inner structure, forms and methods of its activities.
  8. The Institute is located at: 191040, St. Petersburg, Ligovsky Prospect, 87A, section 23-H, office 300.
  9. The Institute activity is not secret, and the information about its foundation and program documents is available for common access.
2. Scope and goals of the Institute activity
  1. The activity of the Institute is aimed at creation of open informational space within Russia, at formation of understandable and transparent legislation that would regulate the constitutional right of citizens to free search, access, transfer and dissemination of information, as well as at assistance to individuals and legal entities in implementation of their rights for access to information.
  2. By its activity, the Institute intends to reach the following goals:
    • ensuring, by means of juridical ways and methods, openness of information that concerns common interest of the public and is of social significance;
    • assistance to state agencies in improvement of legislation concerning access to information;
    • assistance to individuals and non-state organizations that apply to state structures (including court instances) for protection of their rights for access to information;
    • education of young people in the spirit of respect to human rights;
    • Information and enlightenment in issues of human rights and in problems related to access to information.
  3. In order to achieve the above-mentioned goals, the Institute plans to fulfill the following missions:
    1. In the field of ensuring openness of information having common interest for the public and social significance:
      • to assist international cooperation aimed to solve problems in the field of access to information;
      • to request information having common interest for the public and social significance, to strive for access to this information, and to publish it;
      • to monitor specific informational needs of citizens and non-state organizations;
      • to assist more close cooperation between state and non-state organizations in solving problems related to access to information.
    2. In the field of improvement of legislation concerning access to information:
      • to perform continuous monitoring of actual Russian legislation on access to information;
      • to perform scientific research of problems related to access to information;
      • to analyze administrative and judicial practice of applying legislation on access to information;
      • to perform comparative research of Russian and foreign legislation on access to information;
      • to apply to state structures with proposals for modification of legislation on access to information;
      • to apply to courts with claims to nullify a normative legal act regulating issues of access to information.
    3. In the field of assistance to individuals and non-state organizations that apply to state structures (including court instances) for protection of their rights for access to information:
      • to fight for observance of actual Russian environmental legislation on access to information;
      • to assist development of Russian legislation on access to information in accordance with international standards;
      • to help citizens and non-state organizations to assert their rights for access to information in administrative agencies and in court;
      • to assert, also in court, citizens' rights for free access to information that is not defined by legislation as the one of restricted access to;
      • to create legal precedents in problems of access to information;
      • in the cases provided by actual legislation - to apply to court on the Institute's own behalf in order to protect rights, freedoms, and lawful interests of other persons, of indefinite range of persons whose rights are violated.
    4. In the field of educating young people in the spirit of respect to human rights:
      • to organize activities in enlightening, information, education, and training of young people in issues related to realization of the right to access to information;
      • to involve young lawyers, journalists, and other professionals into solving problems related to access to information;
      • to develop and conduct educational programs for young lawyers, journalists, and other professionals in order to cultivate their respect to human rights and, in particular, to the rights for access to information.
    5. In the field of information and enlightenment in issues of access to information:
      • to explain to citizens, to organizations, to state structures, and to officials their rights and obligations in the field of access to information, as well as related rights and obligations of the state structures;
      • to found and (or) to publish mass media, performing logistical support of them;
      • to organize conferences, workshops, roundtables, and other events in order to discuss issues related to access to information;
      • to organize and to hold lectures, exhibitions, lotteries, auctions, sporting and other events;
      • to use and broaden the possibilities of the modern electronic technologies in international informational exchange.
3. Founders and members of the Institute, their rights and obligations
  1. Founders of the Institute are its members.
  2. The Institute members may be: citizens of the Russian Federation, foreign citizens and persons with no citizenship of 18 years of age or older, as well as public foundations that are legal entities, if they have expressed a desire to assist the Institute to reach the goals set forth in the Charter and oblige to fulfill the Charter of the Institute and decisions of its leading positions.
  3. Persons and organizations obtain membership in the Institute by plain majority of the votes of members of the Institute Council present at the Council meeting.
  4. In order for the Council to review an individual's or a legal entity's candidacy for membership of the Institute, a personal request of the individual candidate or a decision of the legal entity's authority is required.
  5. The Institute members enjoy the following rights:
    • to participate in the elections of and to be elected to the authoritative and controlling positions of the Institute;
    • to participate in management of the Institute activities and in events held by the Institute;
    • to submit suggestions that regard activities of the Institute, as well as to participate in discussion and realization of these suggestions;
    • to obtain information on the Institute activities within thirty days after submission of a corresponding request to the Director of the Institute;
    • to be able to cancel their Institute membership freely on the basis of a request (for member legal entities - of an authority's decision).
  6. An Institute member has no right:
    • to obtain, upon cancellation of his/her/its membership in the Institute, any part of the Institute property or the cost of such property within the amount of cost of the property that this member has assigned to the ownership of the Institute;
    • to obtain, upon the liquidation of the Institute, any part of the Institute property that would remain after payments to the creditors, or the cost of such property within the amount of cost of the property that this member has assigned to the ownership of the Institute.
  7. The Institute members are obliged:
    • to follow the Charter of the Institute;
    • to participate in the Institute activities;
    • to fulfill decisions of the Institute authorities;
    • to act in support of the effectiveness of the Institute activities;
    • not to commit any actions that would violate the Charter of the Institute or the ethics of mutually friendly relationship; to abstain from activities that would contradict the goals of the Institute activities.
  8. A member of the Institute stops his/her membership in the Institute by filing a request (for a member legal entity - an authority's decision) to the Institute Council.
  9. A member of the Institute is not considered as a member from the moment of filing the according request (decision - for a member legal entity).
  10. Members may be excluded from the Institute:
    • for activities that contradict the goals and the missions of the Institute;
    • for activities that discredit the Institute or that cause damage to the Institute;
    • if they have not been involved on the Institute activities for over six months.
  11. The members may be excluded by the Council of the Institute by the plain majority of the total number of votes of the Institute's Council. The decision to exclude a member may be appealed at the General Meeting.
  12. For the Council to review a question about cancellation of one's membership in the Institute, a personal request (for an individual member) or a decision of an authority (for a legal entity) should be submitted by the Institute member that intends to be excluded; or, to exclude a member from the Institute due to any of reasons listed in this Charter, Paragraph 3.10, a member of the Council should submit an oral or written suggestion.
4. Managemental positions of the Institute
  1. The top managing function of the Institute is the General Meeting that is called by demand of not less than a half of total number of the Institute members or by decision of the Inspecting Committee (Inspector) or of the Council, but at least once every five years. The Institute members are informed about a calling of the General Meeting no later than 30 days before the date of the General Meeting.
  2. The General Meeting of the Institute:
    • elects the Institute Council, as well as the Inspecting Committee (Inspector) in a quantity established by the General Meeting. The length of the term of the elected positions is five years, if the General Meeting does not decide otherwise;
    • approves the Charter of the Institute, amendments and additions to the Charter;
    • decides upon reorganization or liquidation of the Institute;
    • determines principal directions of the Institute activity, principles of formation and usage of property;
    • settles other major issues presented for examination by the Council.
  3. The Conference of the Institute members is competent to make decisions if more than half of the Institute members are present. Decisions are reached by open voting.
  4. Decisions regarding: approval of the Charter, of the amendments and additions to it; reorganization or liquidation of the Institute; the election of the Institute Council and Inspecting Committee (Inspector); determining principal directions of the Institute activities and principles of formation and usage of its property are to be accepted by a qualified majority (75%) of the number of votes owned by the Institute members present at the General Meeting. Other decisions are to be accepted by plain majority of votes owned by members present at the General Meeting.
  5. The Council is a collegial executive body of the Institute. The quantity of the Council members is defined by the General Meeting and must be not less than three and not more than seven persons. The Council of the Institute elects from its members the Director of the Institute by plain majority of votes of its members. The Director is a single-person executive body of the Institute.
  6. The Council of the Institute:
    • develops programs (projects) of the Institute and supervises their realization;
    • accepts and excludes members of the Institute;
    • controls fulfillment of decisions reached at the General Meetings;
    • prepares questions for discussion at the General Meetings;
    • decides upon foundation of new organizations;
    • decides upon formation of subdivisions of the Institute structure;
    • decides upon participation and upon forms of participation in activities of other public foundations;
    • defines agendas of General Meetings of the Institute;
    • listens to and approves annual report on financial and economical activity of the Institute;
    • discusses and decides other questions that are not the exclusive responsibility of the Conference of the Institute.
  7. The Council calls its meetings when necessary. The meetings are considered competent when more than a half of the total number of the Council members are present. The Director of the Institute personally informs all the Council members about the date and the agenda of the meeting. Decisions are made with an open vote and by simple majority of the total number of the Council members present at the meeting. The meetings are lead by the Director of the Institute or, in his/her absence, by one of the members of the Council.
  8. The Director of the Institute:
    • supervises the activities of the Institute and makes operative decisions concerning daily activity of the Institute;
    • is entitled to represent the Institute, without any warrant needed, when interacting with legal entities and individuals in the Russian Federation and abroad;
    • manages property of the Institute;
    • hires and fires staff, including the chief accountant;
    • prepares annual reports about the financial and economical activity of the Institute;
    • approver annual balance sheet and budget of the Institute;
    • signs and issues warrants on behalf of the Institute;
    • supervises activities of the Council of the Institute;
    • signs documents approved by the Council, including decisions and protocols of the Council meetings;
    • prepares reports on the Institute program (project) activities and plans for further Institute activities, presents the reports and the plans to the General Meeting;
    • conducts other administrative and managerial activities.
  9. The Director issues orders and decrees.
  10. The Director has right to sign bank letters.
  11. The vote of the Director Chairperson is vital when the votes at the Council meetings are divided equally.
  12. The Inspecting Committee (Inspector) organizes audits and revises financial and economical activities of the Institute, calling on auditor organizations if necessary.
  13. Members of the Inspecting Committee (Inspector) may participate in the Council meetings with a right of deliberative vote.
  14. Members of the Inspecting Committee (Inspector) may not be part of the Council.
5. Property, financial and economic activity of the Institute
  1. The Institute may own land, buildings, constructions, apartment fund, transport, equipment, stationary, property of cultural, educational and sanative nature, money, shares, other valuable notes, and other property necessary for material provision of the Institute activity set forth in the Charter.
  2. The Institute may also own institutions, publishing houses, mass media, created and purchased with the Institute's funds, in accordance with the Institute's goals set forth in the Charter.
  3. The Institute is the publisher (publishing house) of the mass media founded by it, i.e. it performs logistical support of these mass media production.
  4. The Institute can perform business undertakings when they serve to the goals it was found to reach.
  5. The Institute can found economical associations, societies and other economical organizations, as well as it can purchase property in order to perform business undertakings. Economical associations, societies, and other economical organizations founded by the Institute make payments to the appropriate budgets in amounts and according to procedures settled by the legislation of the Russian Federation.
  6. Incomes from economical activities of the Institute may not be distributed between members of the Institute and should be used only for goals set forth by this Charter. The Institute is allowed to use its property for charitable purposes.
  7. The Institute is responsible for its obligations by all its property, which, in accordance with the current legislation, may be expropriated. Members of the Institute are not responsible for the Institute's obligations, and the Institute is not responsible for their obligations.
  8. Sources of the Institute's income are, as follows:
    • voluntary contributions and donations;
    • grants;
    • assignments from economic organizations founded by the Institute;
    • income from lectures, exhibitions, lotteries, auctions, sporting and other events held by the Institute in accordance with its Charter;
    • income from business undertakings;
    • income from foreign-economic activities;
    • attorney income;
    • income from other sources that are not restricted by the enforced legislation.
  9. Members of the Institute are not entitled to ownership of property of the Institute.
6. Procedure of reorganization and liquidation of the Institute
  1. Reorganization of the Institute is performed according to the decision of the General Meeting. The property of the Institute after its reorganization is passed to the new legal entities under the Civil Code of the Russian Federation.
  2. Liquidation of the Institute can be done according to the decision of the General Meeting in accordance with this Charter, or to a court decision.
  3. In order to liquidate the Institute, the General Meeting appoints a liquidation committee, which makes up a liquidation balance. After the demands of the creditors are satisfied, the property left in course of liquidation is transferred to non-profit organizations for charity purposes provided by this Charter. The liquidation committee publishes the decision upon usage of the property left over in the press.
  4. The decision approving liquidation of the Institute is passed to the organization that made a decision about state registration of the Institute in order to exclude the Institute from the Single State List of Legal Entities.