The supreme governing body of the NPO. Distance course management and development of a non-profit organization. Joining other organizations

09.04.2020

Margarita, good afternoon! According to part 8 of Art. 123.24 of the Civil Code

To the extent not regulated by this Code, legal status autonomous non-profit organizations, as well as the rights and obligations of their founders are established by law.

Accordingly, this is the Law on NPO 7-FZ cited by my colleague, while I don’t see any contradictions between the Civil Code and this law - the law supplements what is not spelled out in the Civil Code and this is directly stated in the Civil Code itself (part 8 of article 123.24) therefore the answers to your questions

supreme governing body only collegiate
margarita

yes, otherwise it is not prescribed in the Civil Code either. The executive body and the supreme governing body are not the same

If the two of us become the supreme governing body, can I also be the executive director?
margarita

there are no prohibitions for this either in the Civil Code or in 7-FZ, including in Part 5 of Art. 29 which is confirmed by judicial practice

Determination of the Moscow City Court dated January 19, 2015 N 4g / 1-302

Checking the legality of the court decision in cassation, the Judicial Collegium for Civil Cases of the Moscow City Court rightfully left it unchanged.
Reference * to the fact that B. in accordance with paragraph 4.5 of the Charter of the ANO "Center for the Promotion of Human Rights Protection" and the provisions of Art. 16 Labor Code of the Russian Federation
being the sole executive body (director of the organization) at the same time is an employee of this organization is insolvent.
Paragraph 5 of Art. 29 of the Federal Law "On non-profit organizations" establishes an additional condition for the formation of a collegiate supreme governing body of an autonomous NPO: persons who are employees of an autonomous non-profit organization cannot be more than one third of the total number of members of the collegiate supreme governing body of this non-profit organization.
Also, in paragraph 5 of this article, it is stipulated that non-profit organizations are not entitled to pay remuneration to members of its supreme management body for the performance of the functions assigned to them, with the exception of compensation for expenses directly related to participation in the work of the supreme management body.
This provision is consistent with Art. 11 of the Labor Code of the Russian Federation that labor law and other acts containing
norms labor law, do not apply to members of the boards of directors (supervisory boards) of organizations (with the exception of persons who have concluded an employment contract with this organization).
In such a position
conclusions of the court on the absence of violations of paragraph 5 of Art. 29 FZ N 7-FZ are correct, since B., performing in the manner prescribed by paragraphs 4.4, 4.6 of the Charter of the organization, the functions of the current management of the organization's activities, was not an employee of the ANO Center for Assistance in the Protection of Human Rights. Evidence that he was labor relations with the defendant is not presented.

And there is a clause in the law that there should be no more than 1/3 of the employees of this organization in the management body, then we are breaking the law.
margarita

yes, as a colleague pointed out in part 5 of Art. 29 7-FZ directly prohibits this if the coach is in an employment relationship with an ANO

can I be the sole founder and at the same time the governing and executing body in ANO???
margarita

if, when exercising the function of an executive body, you are not in an employment relationship with an ANO (above is an example from judicial practice) - in terms of combining both the executive body and a member of the collegial body. The combination of the functions of the founder and the executive body, as indicated in Art. 123.25 GK possible

Article 29 non-profit organization

1. The supreme governing bodies of non-profit organizations in accordance with their founding documents are:

collegiate supreme governing body for an autonomous non-profit organization;

general meeting of members for non-profit partnership, association (union).

The procedure for managing the fund is determined by its charter.

Composition and competence of governing bodies public organizations(associations) are established in accordance with the laws on these organizations (associations).

2. The main function of the supreme governing body of a non-profit organization is to ensure that the non-profit organization complies with the goals for which it was created.

3. Unless otherwise provided by this Federal Law or other federal laws, the exclusive competence of the supreme governing body of a non-profit organization includes the solution of the following issues:

determination of priority areas of activity of a non-profit organization, principles for the formation and use of its property;

changing the charter of a non-profit organization;

determination of the procedure for admission to the composition of the founders (participants, members) of a non-profit organization and exclusion from the composition of its founders (participants, members), except in cases where such a procedure is determined by federal laws;

formation of bodies of a non-profit organization and early termination their powers;

approval of the annual report and accounting (financial) statements of a non-profit organization, if the charter of the non-profit organization in accordance with federal laws does not refer this to the competence of other collegial bodies of the non-profit organization;

making decisions on the creation by a non-profit organization of other legal entities, on the participation of a non-profit organization in other legal entities, on the creation of branches and on the opening of representative offices of a non-profit organization;

making decisions on the reorganization and liquidation of a non-profit organization (except for a foundation), on the appointment of a liquidation commission (liquidator) and on approval of the liquidation balance sheet;

approval of an audit organization or an individual auditor of a non-profit organization.

Federal laws and the charter of a non-profit organization may include the resolution of other issues within the exclusive competence of the supreme governing body of a non-profit organization.

Issues referred by this Federal Law and other federal laws to the exclusive competence of the supreme governing body of a non-profit organization cannot be transferred by it for decision to other bodies of the non-profit organization, unless otherwise provided by this Federal Law or other federal laws.

4. A general meeting of members of a non-profit organization or a meeting of the collegiate supreme governing body of a non-profit organization is competent if more than half of its members are present at the said meeting or meeting.

The decision of the specified general meeting or meeting is adopted by a majority vote of the members present at the meeting or meeting. The decision of the general meeting or session on issues of the exclusive competence of the supreme governing body of a non-profit organization is taken unanimously or by a qualified majority of votes in accordance with this Federal Law, other federal laws and constituent documents.

Information about changes:

Federal Law No. 436-FZ of December 30, 2015 supplemented Article 29 of this Federal Law with Clause 4.1

4.1. The rules of this paragraph shall apply, unless otherwise provided by federal laws.

The decision of the supreme governing body of a non-profit organization may be taken without holding a meeting or session by holding an absentee vote (by poll), except for making decisions on the issues provided for in paragraphs two to nine of paragraph 3 of this article. Such voting may be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.

The procedure for conducting absentee voting is determined by the charter of the non-profit organization, which should provide for the obligation to inform all founders (participants, members) of the non-profit organization or members of the collegiate supreme governing body of the non-profit organization of the proposed agenda, the opportunity to familiarize all founders (participants, members) of the non-profit organization or members of the collegiate supreme management body of a non-profit organization prior to voting with all the necessary information and materials, the ability to make proposals for the inclusion of additional issues in the agenda, the obligation to inform all founders (participants, members) of a non-profit organization or members of the collegiate supreme governing body of a non-profit organization before voting begins on an amended agenda , as well as the deadline for the end of the voting procedure.

The structure of the governing bodies of a non-profit organization, as a rule, includes two governing bodies: the highest (will-forming) and the executive (will-expressing).
In organizations that are based on membership, the highest body will be the meeting of participants or their conference (congress), in which not all participants personally take part, but their elected representatives (delegates, authorized representatives).
In organizations that are not based on membership, the functions of the supreme body are performed by a special body provided for by the constituent documents, for example, a board of founders, or persons appointed by it (supervisory (board of trustees)). With some exceptions (for example, for charities, autonomous non-profit organizations) legislation does not provide for restrictions on the subject (personal) composition of such a body. Similar permanent collegiate management bodies (trustees, supervisory, artistic councils, committees of partners and other bodies) can also be created in non-profit organizations based on membership.
The structure and competence of the executive bodies of most non-profit organizations is defined by law only in the most general terms. Center of gravity legal regulation here is transferred to the constituent documents of a particular organization. As a rule, non-profit organizations have a collegiate (presidium, board or council) * (306) and (or) a sole executive body formed by the supreme body or the founder of the organization and accountable to them.
The bodies of a non-profit organization must act in its interests in good faith and reasonably (Article 54 of the Civil Code). In case of violation of this requirement, they are liable for the losses caused to the organization. The law contains certain requirements for making transactions in which there is an interest and major transactions.
Stakeholders, who are recognized as heads, members of management and control bodies over the activities of a non-profit organization, are obliged to avoid conflicts of interest. This means that when implementing business transactions with organizations or citizens in relation to which interested persons are participants, employees, creditors or relatives, they are obliged to observe, first of all, the interests of a non-profit organization and must not use the capabilities of a non-profit organization * (307) or allow their use for other purposes than those provided for by the constituent documents (Article 27 of the Law on Non-Profit Organizations) .

collegiate supreme governing body for an autonomous non-profit organization;

general meeting of members for a non-profit partnership, association (union).

The procedure for managing the fund is determined by its charter.

The composition and competence of the governing bodies of public organizations (associations) are established in accordance with the laws on their organizations (associations).

2. The main function of the supreme governing body of a non-profit organization is to ensure that the non-profit organization complies with the goals for which it was created.

3. Unless otherwise provided by this Federal Law or other federal laws, the exclusive competence of the supreme governing body of a non-profit organization shall include the resolution of the following issues:

determination of priority areas of activity of a non-profit organization, principles for the formation and use of its property;

changing the charter of a non-profit organization;

formation of bodies of a non-profit organization and early termination of their powers;

adoption of decisions on the creation by a non-profit organization of other legal entities, on the participation of a non-profit organization in other legal entities, on the creation of branches and on the opening of representative offices of a non-profit organization;

approval of an audit organization or an individual auditor of a non-profit organization.

Federal laws and the charter of a non-profit organization may include the resolution of other issues within the exclusive competence of the supreme governing body of a non-profit organization.

(see text in previous edition)

The decision of the said general meeting or session is taken by a majority vote of the members present at the meeting or session. The decision of the general meeting or session on issues of the exclusive competence of the supreme governing body of a non-profit organization is taken unanimously or by a qualified majority of votes in accordance with this Federal Law, other federal laws and constituent documents.

4.1. The rules of this paragraph shall apply, unless otherwise provided by federal laws.

1. The structure, competence, procedure for the formation and term of office of the governing bodies of a non-profit organization, the procedure for making decisions by them and speaking on behalf of the non-profit organization are established by the constituent documents of the non-profit organization in accordance with this Federal Law and other federal laws, and in relation to state or budget institution– also in accordance with the regulatory legal acts of the President Russian Federation, the Government of the Russian Federation, the highest executive body state power subject of the Russian Federation, local administration municipality or in cases established by federal law, the law of a constituent entity of the Russian Federation or a regulatory legal act of a representative body local government, - normative legal acts of other state authorities (state bodies) or local self-government bodies.

2. Other federal laws may provide for the formation of management bodies of a non-profit organization that are not provided for by this Federal Law, as well as other delineation of competence between the management bodies of a non-profit organization.

3. If the founder of an autonomous non-profit organization is the Russian Federation, the act of the Government of the Russian Federation on its establishment and its charter may provide for:

1) other procedure for the formation and term of office of the governing bodies of the autonomous non-profit organization;

2) management bodies of an autonomous non-profit organization not provided for by this Federal Law;

3) a different division of competence between the governing bodies of an autonomous non-profit organization than provided for by this Federal Law.

Article 29

1. The supreme governing bodies of non-profit organizations in accordance with their constituent documents are:

collegiate supreme governing body for an autonomous non-profit organization;

general meeting of members for a non-profit partnership, association (union).

The procedure for managing the fund is determined by its charter.

The composition and competence of the governing bodies of public organizations (associations) are established in accordance with the laws on their organizations (associations).

2. The main function of the supreme governing body of a non-profit organization is to ensure that the non-profit organization complies with the goals for which it was created.

3. The competence of the supreme governing body of a non-profit organization includes the following issues:

changing the charter of a non-profit organization;

determination of priority areas of activity of a non-profit organization, principles for the formation and use of its property;

formation of executive bodies of a non-profit organization and early termination of their powers;

approval of the annual report and annual balance sheet;

statement financial plan non-profit organization and making changes to it;

creation of branches and opening of representative offices of a non-profit organization;

participation in other organizations;

reorganization and liquidation of a non-profit organization (except for the liquidation of a fund).

The constituent documents of a non-profit organization may provide for the creation of a permanent collegiate governing body, which may be responsible for resolving the issues provided for in paragraphs five to eight of this paragraph.

The issues provided for by paragraphs two to four and nine of this paragraph shall be within the exclusive competence of the supreme governing body of a non-profit organization.

5. For an autonomous non-profit organization, persons who are employees of this non-profit organization cannot be more than one third of the total number of members of the collegiate supreme governing body of the autonomous non-profit organization.

A non-profit organization is not entitled to pay remuneration to members of its supreme management body for the performance of the functions assigned to them, with the exception of compensation for expenses directly related to participation in the work of the supreme management body.

Article 30. Executive body of a non-profit organization

1. The executive body of a non-profit organization may be collegiate and (or) sole. He carries out the day-to-day management of the activities of the non-profit organization and is accountable to the highest governing body of the non-profit organization.

2. The competence of the executive body of a non-profit organization includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the non-profit organization, as defined by this Federal Law, other federal laws and constituent documents of the non-profit organization.

Article 30.1. Restrictions on the participation of certain categories of persons in the activities of foreign non-profit non-governmental organizations

Management bodies, boards of trustees or supervisory boards, other bodies of foreign non-profit non-governmental organizations and their structural subdivisions operating on the territory of the Russian Federation may not include persons holding state or municipal positions, as well as positions of state or municipal service, unless otherwise provided international treaty Russian Federation or the legislation of the Russian Federation. These persons are not entitled to engage in paid activities financed exclusively at the expense of foreign states, international and foreign organizations, foreign citizens and stateless persons, unless otherwise provided by an international treaty of the Russian Federation or the legislation of the Russian Federation.