Articles of Incorporation
Articles of Incorporation of RUMLA: a summary
(effective as of August 2018)
Russian Maritime Law Association (RUMLA) is a not-for-profit membership-based organisation. It is located in St. Petersburg, Russia.
- Legal status of RUMLA
RUMLA is a legal entity separate from its members. It is not liable for claims against its members, nor are its members liable for claims against RUMLA. It may establish local branches and associated offices in Russia.
RUMLA’s original founders were Mr. Konstantin Krasnokutskiy, Mr. Maxim Pavlenko and Mr. Alexey Drobyshev.
RUMLA’s objectives are:
- development of Russian maritime law
- dissemination of knowledge about maritime law
- creation of legal databases
- organization of events related to maritime law
- promotion of the study of maritime law and sponsorship of educational programmes and events in this area
- provision of consultancy services on matters of maritime law
- drafting of standard forms for use in the maritime industry
- participation in and cooperation with international and intergovernmental organisations in the sphere of maritime law and international trade
- Membership, rights & duties of members
Any individual of full capacity as well as any juridical person related to or interested in the study of maritime law may be accepted for membership of RUMLA provided that they pay the application fee, regularly pay the annual membership fee and comply with these Articles of Incorporation.
Members are entitled to, among other things:
- take part in the decision-making process within RUMLA in accordance with these Articles
- access information about RUMLA’s activities and its accounts
- use the services provided by RUMLA
- attend events organized by RUMLA
- participate in the Members’ General Meetings
- pay the application, membership and other fees in a timely manner in accordance with these Articles and resolutions of the Members’ General Meeting
- take part in the decision-making process within RUMLA if required to do so under these Articles or by law
- comply with the provisions of these Articles
- provide to RUMLA information necessary for RUMLA’s activities
- within a reasonable time notify RUMLA of any changes to their email or correspondence address.
Members shall not:
- disclose confidential information about RUMLA’s activities
- commit acts with the intention of causing damage to RUMLA or acts undermining or impeding RUMLA’s objectives.
- Application for membership & termination
In order to apply for membership, a prospective member must fill in the Membership Form on RUMLA’s website or send an application in writing to RUMLA’s Executive Director, which must include the prospective member’s full name, phone number, e-mail and correspondence address. The Executive Director will consider the application within 15 days.
Membership may be terminated by resolution of the General Meeting if:
- a member fails to pay the annual membership fee and does not pay it within 20 days after notification
- a member acts in the manner contrary to the laws of Russia, or discredits RUMLA or its members, or causes damage to RUMLA’s reputation
- a member violates these Articles
- a member undermines or obstructs RUMLA’s activities
- a member causes damage to RUMLA
The Executive Director convenes the General Meeting. The Meeting is convened if more than half of the members are present. A resolution of the General Meeting to terminate membership is passed if it is supported by a 3/4 majority of the members present at the Meeting.
Application, membership and other fees paid by the member are non-refundable.
- Structure of RUMLA
The General Meeting
The Members’ General Meeting is the supreme executive body of RUMLA. Among other things, the Meeting determines RUMLA’s objectives, amends these Articles, determines the rules of membership and terminates membership. It also appoints the Executive Director and the Audit Commission.
The Meeting is convened if more than half of the members are present. A resolution is passed if it is supported by a simple majority. A 3/4 majority is required for question within the Meeting’s exclusive competence. Every member of RUMLA has one vote.
Resolutions of the Meeting are published on RUMLA’s website
The Board is the permanent executive body of RUMLA. It is appointed by the General Meeting for three years. The number of Board members shall not exceed 7.
The Board determines amounts of fees payable by the members and handles questions concerning RUMLA’s employees. The Board appoints its own President, who convenes the Board meetings, as well as the Vice-President.
Resolutions of the Board are passed by a simple majority.
The Executive Director
The Director is appointed by the General Meeting for 4 years with no limit on the number of appointments.
The Director may act on behalf of RUMLA without a power of attorney. The Director manages the day-to-day affairs of RUMLA and, among other things, manages RUMLA’s property, opens bank accounts, issues mandatory orders, hires RUMLA’s employees, executes resolutions of the General Meeting and the Board, presents accounts to the General Meetings and makes decisions on membership applications.
- RUMLA’s property
RUMLA may own any type of property, which is considered separate from the property of its members. RUMLA’s income is not to be divided among its members. RUMLA’s activities are primarily financed through application, membership and other fees payable by its members.
- Control and accountability
RUMLA submits accounts in accordance with the laws of Russia. RUMLA may create the Audit Commission appointed by the General Meeting.
This is a summary of the Articles of Incorporation. It is provided for information purposes only. Consult the full text of the Articles in Russian here.