Adopted by the Founding Conference
April 19, 1992

The revised versionof the Charter
adopted by the 5-th Conference
December 18, 1998

THE CHARTER OF THE INTERNATIONAL VOLUNTEER PUBLIC ORGANIZATION“‘MEMORIAL’ HISTORICAL, EDUCATIONAL, HUMAN RIGHTS AND CHARITABLE SOCIETY”

1. GENERAL PROVISIONS

1.1. The International Volunteer Public Organization “MEMORIAL Historical, Educational, Human Rights And Charitable Society” (henceforth referred to as “INTERNATIONAL MEMORIAL Society” or “the Society”) is a volunteer public association. Its creation is based on cooperation of the citizens united to pursue common interests and INTERNATIONAL MEMORIAL Society mission and purposes stipulated by this Charter.

The full name of the Association is THE INTERNATIONAL VOLUNTEER PUBLIC ORGANIZATION “’MEMORIAL’ HISTORICAL, EDUCATIONAL HUMAN RIGHTS AND CHARITABLE SOCIETY”.

1.2. INTERNATIONAL MEMORIAL Society is a public association; it does not pursue profit-making as its primary mission, and whatever profit is gained is not to be distributed among the Society members.

1.3. To fulfil the mission and purposes stipulated in the present Charter, INTERNATIONAL MEMORIAL Society shall operate pursuant legislation of the states where the organizations included in the Society operate, as well as pursuant the present Charter.

1.4. INTERNATIONAL MEMORIAL Society shall operate in The Russian Federation, in the Republic of Kazakhstan, in the Republic of Latvia, in Ukraine and in other States where INTERNATIONAL MEMORIAL Society members operate.

1.5. INTERNATIONAL MEMORIAL Society’s activities shall be based on the principles of voluntary participation, equal rights, self-governing and legality.

1.6. INTERNATIONAL MEMORIAL Society shall exist as a legal entity since the moment of its registration. It owns separate assets as its property and answers its liabilities with this assets; it keeps separate accounting; it may acquire and exercise both property and non-property rights, engage in contracts and other legal acts, have symbols of its own registered in accordance with the established procedure, e.g. emblems, flags and pennants. INTERNATIONAL MEMORIAL Society’s symbols are subject to the official registration at the State bodies in accordance with the procedure established by Russian Federation legislation and by legislation of the other countries where INTERNATIONAL MEMORIAL Society branches exist.

1.8. INTERNATIONAL MEMORIAL Society shall be responsible for all its liabilities and all its assets can be used to meet its liabilities. The members of INTERNATIONAL MEMORIAL Society shall not be responsible for INTERNATIONAL MEMORIAL Society liabilities and INTERNATIONAL MEMORIAL Society shall not be responsible for its members’ liabilities.

1.9. INTERNATIONAL MEMORIAL Society Board is located in the city of Moscow.

2. THE MISSION OF INTERNATIONAL MEMORIAL SOCIETY

2.1. The primary missions of INTERNATIONAL MEMORIAL Society are the following:

• to promote mature civil society and democracy based on the rule of law and thus to prevent a return to totalitarianism;
• to assist formation of public consciousness based on the values of democracy and law, to get rid of totalitarian patterns, and to establish firmly human rights in practical politics and in public life;
• to promote the reveal of the truth about the historical past and perpetuate the memory of the victims of political repression exercised by totalitarian regimes.

2.2. To fulfill the declared missions, INTERNATIONAL MEMORIAL Society shall:

• coordinate the activities of INTERNATIONAL MEMORIAL Society branches and member organizations;
• reveal, publicize and consider the information on those past crimes and mass human rights violations committed by the totalitarian regimes, that has their direct or indirect ramifications in the present time;
• assist in the reveal of the truth about the crimes against humanity committed by totalitarian regimes, about arbitrary, illegal terror-based methods of state government, investigate the causes and effects of these methods; promote public access to the information sources (archives, library and museum collections etc.);
• promote full and public moral and legal rehabilitation of political repression victims and necessary measures by government as well as by other parties to compensate these persons for the damage inflicted on them and to grant them necessary social benefits;
• promote preservation and perpetuation of the memory of victims of totalitarianism, building of memorial complexes including monuments to the victims of totalitarianism as well as creation of research, information and educational centers, public archives, museums and libraries;
• deliver charitable assistance to the needy victims of repression and legal representation for these persons and their families members;
• reveal, publicize and analyze information about nowadays violations of human rights;
• participate in development and implementation of the projects aimed at the creation of strong safeguards against restoration of totalitarianism;
• exercise peace-making activities for settlement of ethnic and confessional conflicts;
• promote formation of free, open, democratic societies based on the rule of law in the countries where INTERNATIONAL MEMORIAL Society branches operate.

3. RIGHTS OF INTERNATIONAL MEMORIAL SOCIETY

To fulfill the declared missions and purposes INTERNATIONAL MEMORIAL Society in accordance with the law in force may:

• disseminate information on its activities unchecked;
• assist in decision-making by state authorities and local self-government bodies as provided by the law;
• organize and conduct meetings, rallies, demonstrations, parades, processions and pickets as provided by the law;
• found mass media and run publishing business as provided by the law;
• to represent and defend before state bodies and local self-government bodies, the courts included, as well as before public organizations, both its own rights and the lawful rights and interests of its members and the citizens who are members of the organizations included into INTERNATIONAL MEMORIAL Society , as well as other citizens;
• collect, scrutinize and disseminate information on human rights violations;
• exercise in full measure all the powers and prerogatives provided by the current legislation on public associations;
• put forward the initiatives on public matters, table motions in the state bodies;
• participate in electoral campaigns as stipulated by the law;
• establish archives, libraries, museums;
• found non-profit organizations and public associations;
• join public associations as their member, participate in public associations, form leagues and associations with other non-profit organizations;
• maintain directly international contacts and relations, engage in contracts and agreements with home, foreign and international organizations and private persons to run joint projects;
• organize and carry out reburials of victims of political repression as stipulated by the law;
• engage in business operations so far as it serves fulfillment of declared missions and purposes that were the rationale for INTERNATIONAL MEMORIAL Society creation. Income from INTERNATIONAL MEMORIAL Society business operations shall not to be distributed between its members, it shall be employed to fulfill missions and purposes stipulated by the present Charter;
• establish INTERNATIONAL MEMORIAL Society personal scholarships, prizes, trophies, diplomas;
• acquire, trade, lease both material and other assets to outside organizations and private persons that accomplish some work or services for INTERNATIONAL MEMORIAL Society;
• constitute business partnerships, societies and other business establishments and acquire assets for business operations

3.2. In order to fulfill missions and purposes stipulated by the present Charter INTERNATIONAL MEMORIAL Society may conduct other activities that are not contrary to Russian Federation legislation in force or legislation of the countries where INTERNATIONAL MEMORIAL Society branches exist.

4. DUTIES OF INTERNATIONAL MEMORIAL SOCIETY

4.1 INTERNATIONAL MEMORIAL Society is bound:

• to observe legislation of the States where INTERNATIONAL MEMORIAL Society branches exist as well as commonly recognized norms and principles of the international law that are relevant for the domain of the Society activities and the provisions stipulated by the present Charter and other constituent acts;
• to publish on early base reports on the use of its assets or to provide public access to these reports in other ways;
• on yearly base to inform the Government agency that has registered the present Charter, on perpetuation of its activities, to notify that body of the actual location of INTERNATIONAL MEMORIAL Society Board and to present the information on its leaders and top managers within the limits stipulated for the information to be put in the Unified State Registry of legal entities;
• to present to the Government agency responsible for registration of public associations, on its request, the documents containing decisions of INTERNATIONAL MEMORIAL Society steering bodies and top officials as well as yearly and quarterly reports of its activities within the limits stipulated for the information to be presented to the tax authorities;
• to admit representatives of the Government agency responsible for registration of public associations, to the actions conducted by the Society;
• to cooperate with representatives of the Government agency responsible for registration of public associations in their getting acquainted with the activities of INTERNATIONAL MEMORIAL Society as far as it concerns fulfillment of missions and purposes stipulated by the present Charter and observance of the legislation of the States, where INTERNATIONAL MEMORIAL Society branches exist.

5. THE STRUCTURE OF INTERNATIONAL MEMORIAL SOCIETY

5.1. INTERNATIONAL MEMORIAL Society consists of its regional branches and organizations - legal entities - public associations that join INTERNATIONAL MEMORIAL Society .

INTERNATIONAL MEMORIAL Society branches operation is based on the present Charter, their operation may be based on charters of their own that are not contrary to the Charter of INTERNATIONAL MEMORIAL Society.

The branches acquire the status of legal entities as provided by the legislation in force.

5.2. A regional branch shall be created by decision of the meeting of the branch members who shall be residents of that region and accept the goals and purposes declared in the present Charter.

5.3. Existing public associations that exist as a legal entity shall become a member of INTERNATIONAL MEMORIAL Society by decision of its steering body.

6. INTERNATIONAL MEMORIAL SOCIETY MEMBERSHIP.
THE MEMBERS’ RIGHTS AND DUTIES

6.1. Admission to INTERNATIONAL MEMORIAL Society membership is open for public associations existing as legal entities that are interested in joint realization of the missions and purposes declared in the present Charter as well as private persons - adult citizens of Russian Federation, foreign countries citizens and persons without citizenship.

Membership in INTERNATIONAL MEMORIAL Society is incompatible with support for any form of totalitarianism as well as with promotion or practices of of national, ethnic, religious or social intolerance.

6.2. Admission to INTERNATIONAL MEMORIAL Society shall be decided by the Society Board. Admission to INTERNATIONAL MEMORIAL Society shall be fulfilled on voluntary basis by a written application, that is

• written application by the steering body of the public association, submitted to INTERNATIONAL MEMORIAL Society Board (for public associations) or
• individual written application submitted to the steering body of INTERNATIONAL MEMORIAL Society branch or organization (for private persons).

6.3. All INTERNATIONAL MEMORIAL Society members enjoy equal rights and have equal duties.

6.4. INTERNATIONAL MEMORIAL Society members (private persons or legal entities operating via their authorized representatives) have rights to:

• participate in the Society activities;
• present suggestions to any INTERNATIONAL MEMORIAL Society body on the matters concerning its activities;
• obtain information regarding the Society planned actions;
• participate in actions run by the Society;
• use the Society’s recognized symbols;
• refuse INTERNATIONAL MEMORIAL Society membership after notification its Board in written form of the membership refusal;
• participate in the INTERNATIONAL MEMORIAL Society conferences;
• elect and be elected to the Society steering bodies and control-and-auditing bodies.

6.4. The duties of INTERNATIONAL MEMORIAL Society members are the following:

• to observe provisions of this Charter;
• to participate in the activities of INTERNATIONAL MEMORIAL Society;
• to inform INTERNATIONAL MEMORIAL Society Board on a regular basis of their current activities.

6.5. The grounds for possible suspension of INTERNATIONAL MEMORIAL Society membership shall be the following:

• decision by a steering body of the Society regional branch;
• decision by INTERNATIONAL MEMORIAL Society Board on exclusion of a certain member from INTERNATIONAL MEMORIAL Society;
• voluntary refusal of membership by the member.

7. INTERNATIONAL MEMORIAL SOCIETY STEERING BODIES

The Conference

7.1. The General Conference is the highest steering body of the INTERNATIONAL MEMORIAL Society. The General Conference shall be convened by the Board not less than once in four years. An extraordinary session of the General Conference may be convened by the request of not less than one third of the INTERNATIONAL MEMORIAL Society members or by the decision of the Board.

7.2. Initiators of the convention of the Conference shall send to every member of the Society an invitation with the information on the time and place of the session and its agenda.

7.3. The procedure of nomination of the delegates and quotas for representation the shall be determined by the INTERNATIONAL MEMORIAL Society Board. The quotas for representation shall be uniform for all the members and adopted by the Board.

7.4. The General Conference shall be valid if not less than one half of the delegates elected are present.

7.5. The General Conference shall make its decisions by a simple majority of the delegates present except the matters stipulated in the present Charter.

7.6. The following matters shall belong to the domain of the General Conference’s exclusive competence:

• deciding on creation, re-organization or suspension of operation of INTERNATIONAL MEMORIAL Society ;
• adoption of the Charter;
• adoption of amendments and additions to the Charter;
• determination of the main fields of activities;
• adoption of resolutions in the name of the Society;
• determination of the number of the INTERNATIONAL MEMORIAL Society Board members, election and recall of the Board members;
• election of the Control-and-auditing Commission and termination of its authority;
• approval of the report of the INTERNATIONAL MEMORIAL Society Board and the findings of the Control-and-auditing Commission;
• hearing on the appeals of the members excluded from INTERNATIONAL MEMORIAL Society and adoption final decisions on such matters/

The INTERNATIONAL MEMORIAL Society Board

7.7. The Board is a permanent steering body of the Society. The Board shall be elected for four-year term and shall report to the General Conference.

The Board is authorized to speak on behalf of INTERNATIONAL MEMORIAL Society. It represents the Society before the state, economic, public and other institutions and organizations as well as before private persons and disposes of the funds that are deposited in the Society account.

7.8. Decisions on person-to person composition of the Board shall be adopted by the simple majority of the delegates present at the INTERNATIONAL MEMORIAL Society Conference.

7.9. The Board meetings shall be valid if not less than one half of the Board members elected are present.

• The executive director shall be a member of the Board ex officio.
• The editor of the INTERNATIONAL MEMORIAL Society official publication shall assist at the Board meetings with deliberative functions but no vote.

7.10. All the Board decisions shall be adopted by the simple majority if the minimum quorum is observed.

7.11. The following matters shall belong to the domain of the Board’s exclusive competence:

• adoption of declarations in the name of INTERNATIONAL MEMORIAL Society;
• election of the Chairperson of INTERNATIONAL MEMORIAL Society;
• organization of the actions of INTERNATIONAL MEMORIAL Society;
• approval of the programs of activities and the budget of INTERNATIONAL MEMORIAL Society;
• taking prompt decisions on the current problems of INTERNATIONAL MEMORIAL Society operation;
• determining the procedure of nomination of the delegates and the quotas for representation for the INTERNATIONAL MEMORIAL Society General Conference;
• recruitment of the new Board members (but not more than one third of the original number of Board members) from among the authorized representatives of the INTERNATIONAL MEMORIAL Society members;
• admission to the INTERNATIONAL MEMORIAL Society;
• exclusion from the INTERNATIONAL MEMORIAL Society membership;
• deciding on constituting of business and non-profit organizations, on participating in such organizations and on creation of new branches, affiliations and representatives;
• approval of the executive director;
• approval of the editor of the INTERNATIONAL MEMORIAL Society official publication;
• approval of the INTERNATIONAL MEMORIAL Society budget.

7.12. The Board shall exercise the rights and bear the responsibilities of the legal entity on behalf of INTERNATIONAL MEMORIAL Society.

The Board Chairperson

7.13. The Board Chairperson shall be elected by the Board.

7.14. The following matters shall belong to the domain of the Board Chairperson competence:

• representation of INTERNATIONAL MEMORIAL Society before international organizations and highest state authorities;
• supervision of INTERNATIONAL MEMORIAL Society activities;
• signing of documents on behalf of INTERNATIONAL MEMORIAL Society;
• concluding contract with the executive director;
• issuing of orders and directives on behalf of INTERNATIONAL MEMORIAL Society .

7.15. To act on behalf of INTERNATIONAL MEMORIAL Society the Board Chairperson does not need any special approval or warrant.

The executive director

7.16. The executive director shall be approved by the INTERNATIONAL MEMORIAL Society Board.

7.17. The executive director shall represent INTERNATIONAL MEMORIAL Society before state bodies and local self-government bodies as well as before administrative, economical and business organizations;

7.18. The executive director shall:

• act on behalf of INTERNATIONAL MEMORIAL Society at any Russian or foreign organization or institution, represent INTERNATIONAL MEMORIAL Society before any legal entity or private person both in Russia and abroad; to perform these activities, the executive director does not require any special approval or warrant;
• on yearly base inform the Government agency that has registered the present Charter, on perpetuation of INTERNATIONAL MEMORIAL Society activities, notify that body of the actual location of the INTERNATIONAL MEMORIAL Society Board and present the information on its leaders and top managers within the limits stipulated for the information to be put in the Unified State Registry of legal entities;
• present to the Government agency responsible for registration of public associations, on its request, the documents containing decisions of INTERNATIONAL MEMORIAL Society steering bodies and top officials as well as yearly and quarterly reports of its activities within the limits stipulated for the information to be presented to the tax authorities;
• cooperate with representatives of the Government agency responsible for registration of public associations in their getting acquainted with the activities of INTERNATIONAL MEMORIAL Society as far as it concerns fulfillment of missions and purposes stipulated by the present Charter and observance of the legislation of the Russian Federation;
• organize preparing and conduct of the Board meetings;
• insure implementation of the programs of activities developed by the Board;
• exercise organizational, administrative and management functions;
• conclude transactions under civil law;
• sign documents on behalf of INTERNATIONAL MEMORIAL Society;
• open settlement accounts, foreign currency accounts and other bank accounts;
• dispose of INTERNATIONAL MEMORIAL Society assets and funds within the limits of the program and the budget approved by the Board;
• issue warrants on behalf of INTERNATIONAL MEMORIAL Society
• conclude and terminate contracts with the staff members on behalf of INTERNATIONAL MEMORIAL Society;
• issue orders and directives;
• assist at the Board meetings with the vote.

7.19. To act on behalf of INTERNATIONAL MEMORIAL Society the executive director does not require any special approval or warrant.

8. THE CONTROL-AND-AUDITING BODY

8.1. The auditing of economic and financial activities of INTERNATIONAL MEMORIAL Society shall be carried out by the Auditing Commission that shall be elected by the General Conference for a four-year term.

8.2. The number of the Auditing Commission members shall be determined by the General Conference.

8.3. The Board members may not to be the Auditing Commission members.

8.4. The Auditing Commission shall prepare its findings on the annual report, conduct yearly audits of the financial and economic activities of INTERNATIONAL MEMORIAL Society, prepare its findings on the report of the Board to the General Conference.

8.5. All the officials of INTERNATIONAL MEMORIAL Society are bound to present necessary information and documents by request of the Auditing Commission,

8.6. The Chairperson of the Auditing Commission shall assist at the Board meetings with deliberative function.

9. THE ASSETS AND FUNDS

9.1. INTERNATIONAL MEMORIAL Society may exercise property rights for land plots, buildings, hosing, vehicles, equipment, assets of educational, recreational and health care purpose, monetary funds, shares, other securities as well as other assets that are necessary to provide for the activities of INTERNATIONAL MEMORIAL Society stipulated by the present Charter.

INTERNATIONAL MEMORIAL Society may also own institutes, publishing houses, mass media that are created or acquired with the funds of INTERNATIONAL MEMORIAL Society in accordance with the missions and purposes stipulated by the present Charter.

9.2. INTERNATIONAL MEMORIAL Society shall be funded by:

• charitable donations from private persons and legal entities, both monetary and in-kind, including the ones delivered for special purposes;
• legacies;
• income from the securities;
• income from fund raising activities, such as campaigns aimed to attract donators and volunteers, including running of entertainment, educational, sports and other mass actions, charitable donations collecting campaigns; running of lotteries and auctions in accordance with the legislation of the countries where INTERNATIONAL MEMORIAL Society branches operate, sale of assets and charitable donations in accordance with donators’ wishes;
• income from INTERNATIONAL MEMORIAL Society publishing and lecturing activities as well as from other activities stipulated by the present Charter;
• incomes from the INTERNATIONAL MEMORIAL Society business activities;
• receipts from the Federal budget, budgets of the regions and countries where INTERNATIONAL MEMORIAL Society branches operate, from local budgets and non-budgetary funds;
• volunteer labor;
• other incomes that are not in contradiction with the law.

9.3. INTERNATIONAL MEMORIAL Society is the owner of all its assets. No one separate INTERNATIONAL MEMORIAL Society member does not exercise any property rights on a share of the assets owned by INTERNATIONAL MEMORIAL Society.

9.4. Income from INTERNATIONAL MEMORIAL Society business or other activities shall not be distributed to the Society members, but shall be spent for the purposes stipulated by the present Charter.

9.5. The branches and organizations whose activities are regulated by the charters of their own exercise property rights for their own assets.

9.6. The branches and organizations whose activities are regulated by the common Charter, exercise the right of day-to-day management of the assets that were allocated to them by the proprietor.

10. AMENDMENTS AND ADDITIONS TO THE PRESENT CHARTER

10.1. Amendments and additions to this Charter may be made by the General Conference of INTERNATIONAL MEMORIAL Society.

10.2. Amendments and additions to this Charter shall be made by the vote of not less than two thirds of the delegates present.

10.3. Amendments and additions to this Charter are subject to the registration at the government agency as provided by the law and come in force since the voment of this registration.

11. REORGANIZATION OR SUSPENSION
OF INTERNATIONAL MEMORIAL SOCIETY’S OPERATIONS

11.1. Reorganization of INTERNATIONAL MEMORIAL Society (transformation, merging, adjoining to other organization, parting, separation) shall be made by the decision of the General conference by the majority of not less than two thirds of the delegates present.

11.2. After INTERNATIONAL MEMORIAL Society reorganization its assets that are located in Russian Federation shall be transferred to the newly created legal entities as provided by the Civil Code of Russian Federation.

11.3. INTERNATIONAL MEMORIAL Society may be dissolved either by decision of the General Conference or by decision of the court.

11.4. The decision on dissolution shall require the approval of not less than two thirds of the delegates present at the Conference session. By the same decision a Dissolution Commission shall be appointment. The appointment of the Dissolution Commission shall to be cleared with the state agency responsible for official registration of legal entities. Then the procedure and schedule for dissolution shall be fixed in accordance with the legislation in force.

11.5. After payment of all debts, the assets and funds of the INTERNATIONAL MEMORIAL Society shall be used towards the purposes stipulated by the present Charter or to the purposes determined by the General Conference decision on the dissolution of the INTERNATIONAL MEMORIAL Society/

11.6. The assets and funds remaining after dissolution of the INTERNATIONAL MEMORIAL Society shall not be distributed to the Society members.

11.7. The decision on use of the assets and funds remained shall be published by the Dissolution Commission in the press.

11.8. The decision on dissolution of INTERNATIONAL MEMORIAL Society shall be present to the government agency that has registered the Society to exclude INTERNATIONAL MEMORIAL Society from the Unified State Registry of legal entities.

11.9. After dissolution the documents of INTERNATIONAL MEMORIAL Society concerning its personal shall be transferred to the State archives in accordance with the established procedure.