Articles
of the Joint Chambers of Commerce

I. Name, Principal Office and Duration
(1) Under the name “Joint Chambers of Commerce“ (hereafter JCC or the Chamber) an association having legal status with its seat in Zurich is formed pursuant to Art. 60 et seq. of the Swiss Civil Code.
(2) The seat and the place of jurisdiction are at the place of the branch office.
(3) The duration of the association is unlimited.
(4) To the extent as these Articles do not provide otherwise, the Swiss Civil Code shall apply to the legal situation of the association.

II. Purpose
(1) The Chamber has the purpose to promote the commerce and the business relations between Switzerland and the States in the sphere of influence of JCC in the Commonwealth of Independent States (hereinafter CIS), according to the principles of reciprocity (according to the list in appendix 1).
(2) To accomplish the purpose, the Chamber maintains contacts with the Swiss and the corresponding foreign Authorities, industrial associations, enterprises and business persons of various branches. In the event of disputes, it may be active as a mediator. It may give information on all aspects of Swiss and corresponding business relations and opinions on the subject of commercial and economic policy. The Chamber may publish a periodical and other publications.
(3) The Chamber may establish regional offices.
(4) The Chamber may reject to render services to non-members. As far as the Chamber offers its service to non-members it is to be charged according to fees; the rate of charge of commission shall be determined in a regulation of fees which is appropriated, determined and authorised by the board.
(5) The Chamber avoids all commercial transactions. It does not deal with political issues.

III. Funds, Assets, liability and business year
(1) The Chamber’s revenues consist in:
a. Membership fees;
b. Benefits from periodical and meetings;
c. Remunerations for special services for Members;
d. Fees for services for non-members;
e. Other contributions and revenues.
(2) The assets of the association belong to the association as such and are managed by the Board. No Member has any claim to a part thereof.
(3) In case of dissolution of the association, the assets existing after the payment of the obligations and not being subject to attribution to a specific purpose will go to a charitable or cultural institution situated in Switzerland to be determined by the General Assembly.
(4) The association is liable for the association’s debts only with its own assets. Any personal liability of a particular Member is excluded.
(5) The business year of the Chamber shall be the calendar year.

IV. Membership
(1) Individuals and legal entities inclusive Organisations of privat and public law, involved or interested in bilateral economic relations can become Members of the Chamber.
(2) Personalities who have earned high merits either for the trade relations between Switzerland and the States in the sphere of influence of JCC in the CIS or for the Chamber may be appointed Honorary Members by the General Assembly.
(3) The membership begins with the admission. Whoever intends to become a Member of the Chamber has to submit a written request. The Presidential Committee of the Board decides on such requests. No one is entitled to admission. A request may be rejected without being substantiated.
(4) The membership ends by death, dissolution of a company, bankruptcy, resignation or exclusion.
(5) A resignation is valid only if given with a three months’ notice to the end of a business year nevertheless the resignation does not release from the obligation of the payment of the membership fees that has already become due and the one for the current business year.
(6) In the event that a Member seriously violates his or her obligations pursuant to Article V. para. (4) or Article VI., the Board may decide to exclude such Member. The decision must be taken by at least two thirds of the Board Members. The Board’s decision is final without being substantiated.

V. Rights and Obligations of the Members
(1) Each Member has one vote in the General Assembly. Legal entities cast their votes through a representative.
(2) The Members are entitled to use the consulting service and the support of the Chamber in any field of bilateral economic relations.
(3) If a Member requires particularly detailed or time-consuming services (expert opinions or support in negotiations etc.) the Chamber may charge a fee and expenses.
(4) The Members shall support the endeavours of the Chamber and its work. They are obligated to adhere to the bylaws and to respect the decisions of the Chamber’s organs.

VI. Membership fees
(1) An annual membership fee shall be paid by Members; its amount shall be suggested by the Board to the General Assembly and approved by the General Assembly.
(2) Membership fees fall due on demand for payment and shall be paid within one month.

VII. General Assembly
(1) The General Assembly of the Members shall be the supreme body of the JCC.
(2) The ordinary General Assembly shall take place not later than within six months of the end of the business year. Its powers are in particular:
a. Approval of the Annual Report, Annual Accounts and the budget;
b. Discharge of the Board;
c. Election to the Members of the Board;
d. Election of the Auditor or Auditors;
e. Nomination of Honorary Members;
f. Taking of decisions about all the topics referred to the General Assembly by rights, reserved by the bylaws or transferred by the Board;
g. Deliberating of written requests of Members that had been submitted to the President at least three weeks before the Assembly. Applications about topics that are not listed in the agenda that are filed during the Assembly can only be treated with the approval of all the present Board Members.
(3) An extraordinary General Assembly may be convened any time if necessary; it must be convened if requested by one-fifth of all Members submitting a written and substantiated demand. Extraordinary General Assemblies must take place within two months after receipt of the request.
(4) General Assemblies are convened by the Board. The date shall be published four weeks in advance of the Assembly. The invitation to General Assemblies is made by letter or by email. The invitation has to contain the agenda of the Assembly.
(5) The President or a deputy takes the Chair of the General Assembly.
(6) Every General Assembly properly convened has the quorum to take decisions which are covered by the agenda
(7) The taking of decisions is made by majority of the votes unless the bylaws determine different quorums. In the event of an equality of votes, the Chairperson has the casting vote.
(8) The General Assembly may decide to take a secret vote.
(9) Every Member has the right to be represented by another Member on the basis of a written proxy. No Member may represent more than one other Member.
VIII. Board: Election, Personnel, Representation
(1) The Board manages and governs the Chamber and acts on its behalf.
(2) The Board consists of at least three Members elected by the General Assembly. They act on a honorary basis. Any Member of the Chamber respectively Representative or a Honorary Member can be elected as a Board Member.
(3) The term of office is three years; Board Members may be re-elected. The Board Members offer their office when they resign from the sphere of influence that was decisive to their election.
(4) In the event that a Member gives up his function during his term of office, the Board may co-opt another person to the Board, but must submit such co-optation to the approval of the next General Assembly.
(5) Every Board Member may represent no more than one other absent Member.

IX. Board: Organisation and Functions
(1) The Board appoints from its Members a President and no less than one Vice-Presidents
(2) The Board has the following functions and competences:
a. Taking of decisions in all matters of the Chamber that are not explicitly transferred to the General Assembly or the presidential committee or the branch office or another organ;
b. Execution of the Chamber’s decisions;
c. Representation of the Chamber on its behalf;
d. Convocation and Preparation of the General Assembly;
e. Organisation of the Chamber operation provided by the bylaws unless these functions are delegated to the presidential committee or to the branch office;
f. Nomination of the branch office;
g. Decision about the affiliation of further CIS states to the JCC;
h. Elaboration and approval of all the requested regulations for the Chamber’s operation;
i. Determination of the Regulation of the fees and honorariums;
j. Exclusions from Members according to Art. IV. para. (6) of the bylaws;
k. Appointment of the necessary committees and determination of their functions;
(3) The meetings of the Board are called by the President. He must call a meeting if so requested by one-third of all Board Members. The Board does not need a particular quorum in order to take a decision.
(4) The Board Meeting is chaired by the President or a Vice-President or another Member of the Board. The Chairperson has the right to vote and, in the event of an equality of votes, the casting vote.
(5) The Board can also take valid decisions by the way of circulation whereby any Member is entitled to convene the discussion of that issue in a Boardmeeting.
(6) The Board may decide to compensate their services for certain Members.

X. Presidential Committee
(1) The Board elects an Executive Committee to charge it with the current and urgent matters that consist of not less Board Members than the affiliated States of the CIS.
(2) The Presidential Committee is governed by the Board President and has the following functions:
a. Decision about the admission of Members of the Chamber;
b. Execution of current and urgent matters that are not delegated to another organ or that are explicitly delegated from the Board to the Presidential Committee;
c. Convocation and Preparation of the Boardmeetings;
d. Instruction to the branch office and supervision of their operation;
e. Coordination of Chamber’s operations with institutions that are also aiming the promotion of trade and economic relation with the CIS;
f. Approval of Contracts;
g. Settlement of other operations delegated to the Presidential Committee;
h. Appointment of State’s Committees and coordination of their operations;
i. Determination of the branch office’s signatory power for the employees that are responsible in matters of the Chamber;
j. Creation of sections in the French or the Italian-speeking part of Switzerland.

XI. Special Advisors
(1) If it is required the Presidential Committee may appoint special advisors. Their purpose mainly consists in representing the Chamber´s interests in Switzerland and on the ground in the particular States.

XII. State Committees
(1) State Committees may be created in order to ensure that in every State in the CIS area, a country-specific Competence and the optimal support between Switzerland and these States shall be given.
(2) These State Committees are governed by a Member of the Presidential Committee.
(3) They consistently bring each other into an agreement with the Chamber´s operations considering their States and provide for available external experts for the branch office insofar as needed.
(4) The Presidential Committee decides about the concrete cooperation between the branch offices and those experts and the payment terms to the experts.
(5) The State Committees may appear in relation to third parties on behalf of the Chamber. The Presidential Committee decides about the modalities.

XIII. Revision of the Bylaws and liquidation
(1) In order to accomplish a revision of the bylaws or the liquidation of the association a two third majority from the present Members at the General Assembly is required.
Zürich, July 8, 2008
The President The Secretary
____________________ ____________________

Appendix 1
List of the States that are connected to the CIS:
- Russia
- Ukranie
- Republic of Belarus
- Kazakhstan
- Kirgizia