The executive body of the NPO. Distance course management and development of a non-profit organization. Membership-based management

In accordance with Art. 28 of the Law “On Non-Profit Organizations” structure, competence, procedure for formation and term of office of management bodies non-profit organization, the procedure for their decision-making and speaking on behalf of non- commercial organization are installed constituent documents non-profit organization in accordance with current legislation.

The highest governing bodies of non-profit organizations are:

For an autonomous non-profit organization - a collegial supreme governing body;

For non-profit partnership- general meeting of members;

For associations and unions - a general meeting of members.

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

Main function supreme body management of a non-profit organization - ensuring that the non-profit organization adheres to the goals for which it was created.

The competence of the highest management body of a non-profit organization includes resolving the following issues:

Changing the charter of a non-profit organization;

Definition priority areas activities of a non-profit organization, principles of 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 representative offices of a non-profit organization;

Participation in other organizations;

Reorganization and liquidation of a non-profit organization (with the exception of the liquidation of a foundation, which can only be liquidated on the basis of a court decision).

The constituent documents of a non-profit organization may provide for the creation of a permanent collegial management body, which may be responsible for resolving such issues as approving a financial plan and making changes to it, creating branches and representative offices, participating in other organizations, as well as approving annual reporting.

Other issues fall within the exclusive competence of the highest management body of the non-profit organization.

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

Solution general meeting or meeting is adopted by a majority vote of the members present at the meeting or meeting. The decision of a general meeting or meeting on issues within the exclusive competence of the highest management body of a non-profit organization is made unanimously or by a qualified majority of votes in accordance with current legislation and constituent documents.

It is not difficult to see that the highest management body of a non-profit organization and its executive bodies resolve fewer issues than the same bodies of a commercial organization. This is primarily due to two reasons.

Firstly, the composition and complexity of the tasks solved by non-profit organizations is significantly inferior to the composition and complexity of the tasks facing an organization created for the systematic receipt and distribution of profit.

Secondly, decisions made by the governing bodies of a non-profit organization can practically not affect the level of personal well-being of its participants or members. All decisions they make must be aimed at achieving the goals set for the non-profit organization at the time of its creation.

Clause 5 of Art. 29 of the Law “On Non-Profit Organizations” it is prohibited 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.

The executive body of a non-profit organization may be collegial and (or) sole. He carries out the current management of the activities of the non-profit organization and is accountable to the highest management body of the non-profit organization. To competence executive body 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 determined by the current legislation and the constituent documents of the non-profit organization.

The non-profit organization maintains accounting records and statistical reporting in the manner prescribed by law Russian Federation.

A non-profit organization provides information about its activities to state statistics bodies and tax authorities, founders and other persons in accordance with the legislation of the Russian Federation and the constituent documents of the non-profit organization.

The specificity of the formation and presentation of reports by non-profit organizations to interested users is that the legislation significantly limits the rights of such organizations to close certain types of information (which in organizations of other organizational and legal forms is classified as trade secret).

In accordance with Art. 32 of the Law “On Non-Profit Organizations” the following data cannot be the subject of a trade secret:

Amount and structure of income of a non-profit organization;

Information on the size and composition of the property of a non-profit organization;

Information about the organization's expenses;

Information on the number and composition of employees;

Information on remuneration of employees;

Information on the use of unpaid labor of citizens in the activities of a non-profit organization.

For comparison: organizations that are not non-profit cannot classify as a trade secret only information about the number, composition of employees, and their wages.

Liliya Firgatyevna

Deputy Director for Development, NGO Downside Up Charitable Foundation, Moscow
In the non-profit sector since 2005. Practicing fundraiser, consultant, trainer, author of books and articles on fundraising. Author of the project “Fundraising in the FUN style” (fundraising-fun.ru).

Balakirev

Vladimir Pavlovich

Managing Partner, Process Consulting LLC
Member of the board of the Association of Specialists in Program and Policy Evaluation, head of the Moscow branch of ASOPP. One of the founders of the International Network “Program Evaluation”, which operated in the CIS from 2000 to 2015. Since 1991, he has worked as an organizational development consultant, trainer and project and program evaluator.

Bakhmin

Vyacheslav Ivanovich

Independent expert
Chairman of the Expert Council of the Polytechnic Museum, Chairman of the Public Commission for the Preservation of the Heritage of Academician Sakharov. Expert in the field of charity and civil society development. Author of several articles and the book “About Foundations in Russia”.

Bakhankova

Ekaterina Rudolfovna

Senior Lecturer at RANEPA
Member of the expert council of the Club of Accountants of Non-Profit Organizations. Member of the expert council on non-profit organizations under the Ministry of Finance of the Russian Federation. Member of the expert council on the methodology of accounting for non-profit organizations at the Institute professional accountants Russia.

Bevza

Maria Olegovna

Executive Director of the Association of Fundraisers
In the non-profit field since 2012. She took part in the implementation of the social project “Museum Inspector”. Participates in the Big Brothers Big Sisters mentoring program.

Borovykh

Alexander Eduardovich

Director of the Strategy Department of the Downside Up Charitable Foundation
Since 1993, he has worked in various projects aimed at developing non-profit organizations in Russia and the CIS countries. For 10 years he was one of the leaders of the NGO Support Center (Moscow), and later of the Institute for Social Development. He is the developer of a number of courses on topics organizational development SO NPO.

Gamolsky

Pavel Yurievich

President of the Association "Club of Accountants and Auditors of Non-Profit Organizations"
In the non-profit sector since 1988. From 2002 to 2003 he was a member working group Russian Ministry of Finance on tax reform. Since 2011, a series of books “Non-Profit Organizations” has been published under the editorship of Gamolsky, in which it is planned to publish books on all areas of activity of non-profit organizations.

Garifulina

Elvira Shamilyevna

Project Manager of the Elena and Gennady Timchenko Foundation
Since 1999 he has been working in the non-profit sector. Was involved in the development of corporate social responsibility and GR areas in international financial and industrial corporations. At the Foundation, Timchenko oversees the “Family and Children” direction.

Golubev

Sergey Viktorovich

CEO Social Investment Fund
Co-author of the School model social entrepreneurship– the first Russian acceleration program for social entrepreneurs, actively replicated in the regions of Russia as part of the creation of Innovation Centers social sphere. Head of the working group of the Agency for Strategic Initiatives for the development of the social entrepreneurship ecosystem.

Daushev

Dmitry Adgamovich

Director of Fundraising and Communications MBOO Russian Committee"SOS Children's Villages"
Practitioner fundraiser, 10 years of experience in attracting private donations at the World Wildlife Fund (WWF) as part of the “Supporters” program. Since 2012 he has been Director of Fundraising at charitable organization“Children's villages - SOS. Russia". Author and co-author of a number of manuals on fundraising.

Demenova

Snezhana Anatolyevna

Head of the program “Fundraising and Promotion of Social Initiatives”, expert in the field of marketing and PR “Laboratory of Social Entrepreneurship”
In 2013, she was the organizer of the Federal Competition for Initiatives to Increase financial literacy Ministry of Finance of the Russian Federation. Expert in the development and implementation of fundraising and crowdfunding projects.

Efremova-Gart

Irina Yuryevna

Independent expert
Valuation Expert social programs. Since 1999, he has been working in international and Russian non-profit organizations, development programs and foundations, including: National Democratic Institute, Eurasia Foundation, Law and Justice Foundation.

Tuffnut

Tatyana Gavrilovna

Co-chairman of the Committee on Interaction between Business and NPOs of the American Chamber of Commerce
From 1996 to 2002 - administrative director of the Russian Representative Office of the Doctors of the World organization. Since 2002 - executive director of the Road Together charity foundation. In 2013-2014 - Chairman of the Council of the Donors Forum. From 2014 to 2015 - Chairman of the Council of the Russian Fundraisers Association.

Zaitsev

Ilya Vladimirovich

Head of the HR Department of Otkritie Factoring LLC (Otkritie Financial Group), candidate psychological sciences
In 2008-2013 headed the personnel management service of the Victoria charitable children's fund

Kuratova

Alena Alexandrovna

Chairman of the Board of the B.E.L.A. Foundation Butterfly children"
Since 2011, he has been the founder and chairman of the board of the B.E.L.A. Foundation. Butterfly children." Since 2014 - member of the audit commission of the Council of the Association of Fundraisers of Russia.

Martyshchenko

Sergey Viktorovich

Independent expert in the field of management and evaluation social projects
Since 2002 he has been working in the field of corporate social responsibility. Expert-analyst, actively participates in the development of programs for the effective development of the non-profit sector in Russia through the dissemination of international experience and knowledge exchange.

Medyukh

Tatyana Olegovna

Head of the Fundraising, Marketing and Communications Directorate, Member of the Board of the Victoria Children's Charitable Foundation
Since 2011, she has been covering the activities of the Victoria charitable children's foundation in the media, as well as interacting with corporate and large private donors.

Minority

Irina Leonidovna

Development Director of the Downside Up Charitable Foundation, founder of the “Sport for Good” project
In the field of charity since 1995. Since 2001, he has been professionally involved in fundraising, consulting and training fundraisers in Russia. From 2014 to 2015, she served as executive director of the Association of Fundraisers of Russia.

Mikhailova

Marina Evgenievna

Director of RBOO Arkhangelsk Center for Social Technologies "Garant"
Member of the public Expert Council on Healthcare at the Arkhangelsk Regional Assembly of Deputies. One of the organizers of the Board of Trustees in Arkhangelsk, which is one of the first successfully operating models of systemic charity in Russia.

Oracheva

Oksana Ivanovna

General Director of the V. Potanin Charitable Foundation
From 2012 to 2014 - Executive Director of the Vladimir Potanin Charitable Foundation. Since 2014, he has been a member of the Council of the Donors Forum, and since January 2015, he has been its chairman. Author of more than 50 scientific publications on the problems of federalism, relations between the center and the regions.

Sklotsky

Roman Sergeevich

Development Director of Charity Infrastructure LLC
From 2008 to 2014 - Executive Director of the International mentoring program for children in difficult life situations Big Brothers Big Sisters of Russia. Chairman of the Board of Directors of Big Brothers Big Sisters of Russia. In 2012, he took part in the international leadership exchange program “Volunteering in the USA”.

Slabzhanin

Nikolay Yurievich

Executive and national director of the Interregional public charitable organization Russian Committee - "SOS Children's Villages"
Co-founder and head of the audit commission of the Russian Association of Fundraisers. Expert of the Coordination Council under the President of the Russian Federation for the implementation of the National Strategy of Action in the Interests of Children for 2012-2017.

Telitsyn

Alexandra Yurievna

Executive Director of the Big Brothers Big Sisters program
Head of the mentoring program for children without parental care, Big Brothers Big Sisters. Conducts active volunteer activities: participates in socially significant projects.

Temicheva

Elena Viktorovna

Director of Communications and strategic planning Center "BlagoSphere"
Expert in the field of effective communications, cross-sector interaction and partnership, social responsibility of business. In the non-profit sector for over 20 years.

Topoleva-Soldunova

Elena Andreevna

Director of the ANO Social Information Agency
Since 1994, he has been the director of the Autonomous non-profit organization “Agency of Social Information” (ASI). Has many years of experience in managing social and communication projects. Author of many publications on social issues, NPO activities, social responsibility and sustainable development.

Tyushkevich

Natalia Borisovna

Director of scholarship and grant programs “RYBAKOV FUND”
Board member of the Russian Association of Program and Policy Evaluators. Member of the working group of the Russian School of Grant Managers. Member of the competition commission for the selection of socially oriented non-profit organizations to provide subsidies from federal budget.

Freik

Natalia Viktorovna

independent expert, analyst in the field of social innovation, charity, CSR
Specialist in assessing social programs and projects with successful experience in expert support of large Russian charitable foundations(including organization, support and evaluation of grant competitions), as well as small regional NPOs.

Khromov

Vladimir Viktorovich

Director of the Association of Non-Profit Organizations "Union of Volunteer Organizations and Movements"
Member of the Council of Public Organizations for the Protection of Patients' Rights at the Moscow Department of Health. Member of the Public Council at the Department social protection population of Moscow. Deputy Chairman of the Public Council of the Southern Administrative District of Moscow.

Shumburova

Olga

Executive Director of the Association "Lawyers for Civil Society"
More than 10 years in the non-profit sector. Since November 2012 he has held the post of advisor on legal issues at the branch of the International Center for Non-Profit Law in Russia. She has extensive experience advising non-profit organizations on legal issues and speaking at events at various levels.

Yakimets

Vladimir Nikolayevich

Chief Researcher, IITP RAS
In 2013 -2015 - Chairman of the Expert Council under the Moscow Government for the Competition of Subsidies for Socially Oriented Non-Profit Organizations. In 2011-2014 - a member of the expert council of the Ministry of Economic Development of the Russian Federation for determining federal budget subsidies for constituent entities of the Russian Federation and a member of the expert council of the Ministry of Economic Development of the Russian Federation for determining subsidies for infrastructure NPOs.

head of legal department
autonomous non-profit organization
"Regional Financial and Economic Institute" (RFEI), Kursk

The author was prompted to prepare this article by familiarizing himself with the materials of one court case, the cause of which was a conflict between the founders autonomous non-profit organizations in the field of publishing activities regarding its property and management procedures. Resolving such issues is difficult for the court due to the ambiguity and vagueness of a number of norms that do not clearly regulate relations within autonomous non-profit organizations. And although the matter has not yet been completed, it is still possible to formulate a number of recommendations and proposals that will help regulate in more detail legal status autonomous non-profit organizations(ANO) and its management bodies, as well as other types of relations that develop in the process of implementing the competence of such an organization.

In this regard, I would like to draw the attention of readers to a number of issues, the correct, more accurate and detailed settlement of which by the founders themselves can reduce the risk of such conflicts.

The legal status of the system of management bodies of ANO is mainly enshrined in the Federal Law “On non-profit organizations"(hereinafter referred to as the Law), in particular in Art. 29, 30 of the Law. Moreover, the legal regulation of the creation and activities of management bodies of autonomous non-profit organizations is much more detailed than, for example, foundations and some other non-profit organizations.

The key issue in the organization and activities of any organization is the management system and the competence of its bodies. Let us consider the features of the legal status of the management bodies of the autonomous non-profit organization. In accordance with paragraph 1 of Art. 29 of the Law, a supreme management body must be formed in the autonomous non-profit organization. The peculiarity of this ANO management body is that it must be collegial, that is, consist of at least two persons. The second mandatory requirement for the structure of the management bodies of an autonomous non-profit organization is the mandatory creation of an executive management body of the autonomous non-profit organization. This body, in turn, can be either collegial and (or) individual.

Peculiarity legal regulation activities for managing the autonomous non-profit organization is that clause 3 of Art. 10 of the Law establishes that the activities of the ANO are monitored by its founders. The procedure and conditions for carrying out such supervision must be established by the constituent documents of the autonomous non-profit organization. The mechanism for the exercise by the founders of an autonomous non-profit organization of the right to exercise control over the activities of an autonomous non-profit organization is not regulated by law. Therefore, this issue falls within the competence of the founders of the ANO. From the comparison of paragraph 3 of Art. 10 c. 3 art. 7 of the Law it follows that, by its purpose, the supervisory body of the ANO, which is the founders of the ANO, is an analogue of the board of trustees that exists in the funds.

Article 28 of the Law establishes the procedure for enshrining in the Charter the management system of any non-profit organization, including an autonomous non-profit organization. In particular, according to Art. 28 of the Law, in relation to each of the governing bodies of a non-profit organization, a number of mandatory provisions must be defined in the Charter of the non-profit organization.

In particular, the structure and competence of the organization’s governing bodies must be fixed (that is, the list of governing bodies, their hierarchy, subordination, dependence, interrelations, accountability, mechanism of interaction between various divisions, etc.).

An analysis of a number of ANO charters shows that the charters of the majority of ANO in different areas services contain, as a rule, these provisions, and in most cases they are reproduced verbatim.

However, when consolidating these provisions, it should be borne in mind that when choosing the legal structure of the governing bodies of a non-profit organization, it is important to take into account that the competence of the highest management body of a non-profit organization is determined by clause 3 of Art. 29 of the Law is imperative. Therefore, when constructing the scope of competence of any of the management bodies, it is necessary to monitor the inadmissibility of duplication or contradictions in the competence of various management bodies.

The next mandatory condition is the regulation of the procedure for the formation of management bodies of a non-profit organization (that is, by whom and from among whom the members of each of the management bodies are elected (appointed), in what order and using what procedural procedures), since the clarity of creation and work of various management bodies of the organization.

Important, and sometimes decisive for the performance of certain actions of organs and officials organization is the regulation of terms of office (that is, for how long each of the governing bodies of a non-profit organization is elected and appointed, the procedure for prolongation and early termination of the powers of the governing bodies of a non-profit organization).

A prerequisite is also the regulation of the procedure for making decisions by the governing bodies of a non-profit organization. Moreover, the following criteria are important for a collegial body: quorum, the number of votes required to make a particular decision, in which cases an absolute majority of votes of the members of the governing body is required, who and in what cases exercises the right of veto, can there be a cumulative remote, absentee voting, what is the procedure for notifying about meetings of the governing body of a non-profit organization).

It is necessary to regulate in detail the procedure for speaking on behalf of a non-profit organization (that is, which governing body represents the organization in business transactions and acts on its behalf without a power of attorney or on the basis of what documents).

Considering the fact that ANO, like a foundation similar to it in this part, are organizations that do not have membership, and that they can exist independently of the persons who created them, the founders of ANO need, when deciding on the creation of an organization that does not have membership, to form the initial composition of the highest management body of the autonomous non-profit organization in the manner prescribed by the charter of the autonomous non-profit organization. In order to avoid possible conflicts in the management of autonomous non-profit organizations in the future, it is advisable to regulate further election procedures for governing bodies in the Charter in as much detail as possible.

Supreme governing body of ANO

The main function of the highest governing body of the ANO is to ensure that the ANO adheres to the purposes for which it was created. These goals can be very diverse. The main requirement for them is that they must be regulated in detail in the Charter of the Autonomous Non-Profit Organization. Otherwise, the risk increases that individual species activities of the ANO, when expanding the scale of the activities of the ANO, may be recognized as not corresponding to the goals of the activities specified in the Charter of the ANO.

In relation to autonomous non-profit organizations, in contrast to membership-based organizations (non-profit partnerships, associations (unions), the law does not define the composition, procedure and conditions for the formation of the highest governing body in relation to the mechanism of its formation. Article 29 of the Law in this part establishes only one required condition: such an ANO management body must be collegial. And the procedure for its formation and term of office Art. 28 of the Law requires that it be determined in the Charter.

Since the name for the highest management body of the autonomous non-profit organization is not established by law, you can independently establish any name. By analogy with existing names this could be a council, board, presidium, supreme body, etc.

The literature suggests several possible ways formation of the supreme governing body of the Autonomous Non-Profit Organization. In particular, the authors of the book propose the following constructions:

a) the highest management body of an autonomous non-profit organization may consist of the founders of the autonomous non-profit organization (their representatives), since the rights of the founders to supervise the activities of the autonomous non-profit organization do not relate to property rights. Due to this, the founders can exercise their rights to manage the organization both personally and through their representatives (in this case, the charter should provide for such a procedure for the formation of the highest management body that would take into account cases of the founder’s refusal to participate in management, the procedure for appointing (electing) a member of the highest management body in the event of death or termination of activities of the founder).

It seems to me that in addition to this proposal, the criteria for possible representatives of the founders should be determined;

b) the supreme governing body of an autonomous non-profit organization may consist of specific persons specified in the Charter. In this case, the authors recommend defining in the Charter the procedure for forming the highest management body of an autonomous non-profit organization in the event of the departure of a person specified in the Charter from this body, which, in our opinion, is quite difficult, since with a significant number of participants and their turnover, changes to the Charter will have to be made quite often .

c) a combined method of forming the highest management body of an autonomous non-profit organization, combining cases a) and b). In this option, when creating an ANO, the founders form the highest management body of the ANO, consisting of a number of founders and (or) their representatives and/or specific persons. At the same time, the term of office of the top management of the ANO in the elected composition is established. And in the future (or in the event of the early departure of one of the members of the highest management body of the ANO), the highest management body of the ANO itself elects a person to become its member (co-option).

In my opinion, this combined option is not the best, since it also presupposes the inclusion of specific persons in the management body of the ANO, in the event of whose departure the Charter will again have to be amended.

At large quantities founders of the ANO, this procedure can be repeated quite often, and therefore will require significant additional time and Money. Although it should be noted that under certain conditions and features associated with the inclusion of persons of particular importance for the organization in the management body of the ANO, this option may be acceptable.

The charter may establish various procedures and conditions for the election (appointment) of a person to the supreme management body of an autonomous non-profit organization. They depend on the experience, knowledge and will of the founders.

The procedure for formation and terms of office, the competence of the highest management body of the autonomous non-profit organization (its members) must be determined in detail by the Charter. Arbitrage practice indicates that it is the lack of consolidation of these procedural issues that can subsequently lead to serious conflicts and discord among the founders of the ANO and their representatives. When forming the highest governing body of an autonomous non-profit organization, you need to remember and take into account the restrictions established by clause 5 of Art. 29 of the Law, according to which persons who are employees of the autonomous non-profit organization cannot constitute more than 1/3 of the total number of members of the supreme management body of the autonomous non-profit organization. The Law does not establish sanctions for violating this rule, and therefore there is a temptation to violate this rule, especially when the number of ANO founders is small and there is a reluctance to attract force from outside. However, in the event of a dispute, violation of this restriction may be grounds for lawsuit in order to declare illegal the procedure for forming such a management body of an autonomous non-profit organization.

The competence of the highest management body of an autonomous non-profit organization, in contrast to a fund, is clearly defined by the Law and contains an exhaustive list of issues (clause 3 of Article 29 of the Law), namely:

Changes to the Charter of the Autonomous Non-Profit Organization.
Determination of priority areas of activity of the autonomous non-profit organization, principles of formation and use of the property of the autonomous non-profit organization.
Formation of executive management bodies of the autonomous non-profit organization and early termination of their powers.
Approval of the annual report and annual balance sheet of the ANO.
Approval of the financial plan of the ANO and amendments to it.
Creation of branches and opening of representative offices of autonomous non-profit organizations.
Participation of ANO in other organizations.
Reorganization and liquidation of ANO.

The peculiarity of the competence of the highest management body of the ANO is that, unlike the fund, the given list of issues falling within the competence of the supreme management body of the ANO is established imperatively, that is, it cannot be changed and (or) supplemented by the Charter of the ANO.

Regarding ensuring the required number of participants in the supreme management body of the Autonomous Non-Profit Organization, who must be present at the meeting of this body, clause 4 of Art. 29 of the Law, regarding the quorum of the supreme governing body of the ANO, states: “... a meeting... is valid if more than half of its members are present at the said... meeting.” This norm is imperative and also cannot be changed by amending the Charter of the Autonomous Non-Profit Organization.

Clause 4 of Art. 29 of the Law regulates the procedure for decision-making by the supreme governing body of an autonomous non-profit organization.

They found that:

a) on issues that do not fall within the exclusive competence of the management body of the autonomous non-profit organization: “The decision... is made by a majority vote of the members present at... the meeting”;

b) on issues of the exclusive competence of the management body of the autonomous non-profit organization: “The decision... is made unanimously or by a qualified majority of votes in accordance with this Federal law, other federal laws and constituent documents."

This means that in terms of the procedure for making decisions by the supreme management body of an autonomous non-profit organization, the Charter of the autonomous non-profit organization cannot establish a different procedure or change the procedure for making these decisions. The provisions of the Law only provide the opportunity for an alternative choice from two options proposed by the legislator: either unanimously or by a qualified majority of votes - only on issues of the exclusive competence of the highest management body of the ANO. The charter must also establish what kind of majority of votes is qualified, namely, for example, 60%, 2/3, 75%, 90%, 100%, and when deciding which issues a qualified majority is necessary.

Members of the supreme management body of the Autonomous Non-Profit Organization carry out their functions of participating in management free of charge, because in accordance with clause 5 of Art. 29 of the Law: “A non-profit organization does not have the right 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.” But on the other hand, if the members of the supreme management body of the ANO are someone else’s representatives (for example, representatives of the founders of the ANO), then nothing prevents the principal, at his own expense, from establishing remuneration for his representative for the latter’s performance of representative functions in the supreme management body of the ANO. In general, this issue is quite complex, controversial and little studied.

"Intermediate" control body

The constituent documents of the ANO may provide for the creation of a permanent collegial management body of the ANO (which is neither supreme, nor executive, nor control, nor supervisory; therefore, for convenience, it is sometimes called an “intermediate”, “inter-level” and “additional” management body) . The jurisdiction of this management body of the autonomous non-profit organization may include resolving issues that do not fall within the exclusive competence of the supreme management body of the autonomous non-profit organization. The scope of powers of this ANO management body is determined in the organization’s Charter.

The list of issues falling within the competence of such an “intermediate” management body of the autonomous non-profit organization is also defined as exhaustive. But in terms of quorum and the decision-making process of this governing body, the Charter of an autonomous non-profit organization may contain different options, since the Law does not establish any conditions for the “intermediate” governing body of an autonomous non-profit organization, and therefore gives scope for combining different approaches.

Apparently, such an “intermediate” management body of the ANO makes sense, and (or) for various reasons it is quite difficult to achieve the established clause 4 of Art. 29 of the Law, the quorum for holding a meeting on these issues. However, if the presence of such an “intermediate” management body is necessary, then for this purpose the Charter of the ANO must indicate all necessary information regulating the activities of the governing body, which are established in paragraph 1 of Art. 28 of the Law.

Executive body of an autonomous non-profit organization

The executive body of the ANO carries out the current management of the activities of the ANO and is accountable to the highest management body of the ANO. It consists of full-time employees who have an employment relationship with the organization.

Clause 1 of Art. 30 of the Law establishes three options for the system of executive bodies of a non-profit organization (including an autonomous one). In particular, the executive body of a non-profit organization can be: collegial and sole, or only sole, or only collegial.

Since in accordance with Art. 28 of the Law, the Charter must indicate the procedure for speaking on behalf of a non-profit organization, then the possibility of representation through a collegial body is very problematic.

The competence of the executive body includes the resolution of all issues that do not constitute the exclusive competence of other governing bodies of an autonomous non-profit organization.

If the Charter of the ANO provides for the presence of both collegial and sole body management of ANO, then based on Art. 28 of the Law is necessary in order to avoid violation of the Law and so as not to give reasons for conflict situations, clearly define in the ANO Charter the competence of each of the ANO management bodies.

When specifying in the Charter other information about the executive bodies of the ANO, one should be guided by the requirements of paragraph 1 of Art. 28 of the Law. When determining the order of formation of executive bodies, you can also use various options and combinations similar to those proposed above.

Supervision of founders over the activities of an autonomous non-profit organization

For an autonomous non-profit organization, the Law does not indicate mandatory presence Board of Trustees. Although, perhaps, for the ANO, as an organization that does not have a membership, such a body would be necessary.

At the same time, paragraph 3 of Art. 10 of the Law provides for the right of the founders to supervise the activities of the autonomous non-profit organization in the manner established by its constituent documents. In this regard, the Charter of the ANO should provide for one of several possible options for the implementation of supervision by the founders of the ANO over the activities of the ANO, for example:

a) the founders supervise the activities of the ANO themselves, directly. This option is most convenient when the ANO has one or a fairly small number of founders. Otherwise, the supervisory authority may have problems with quorum;

b) the founders exercise supervision over the activities of the ANO through the supervisory body of the ANO created by them (in the manner established by the Charter);

c) the founders create audit commission, appoint an auditor or attract an auditor who supervises the activities of the ANO.

In any case, in order to ensure constant control and supervision over the activities of an autonomous non-profit organization, it is advisable to provide in the Charter the procedure for their implementation, including in cases of refusal of the founder to exercise supervisory functions or in the event of death, liquidation of the founder - a legal entity and other possible situations.

The legislator has not established forms and methods for exercising supervision over the activities of the autonomous non-profit organization on the part of its founders (will it be constant, systematic supervision, periodic random or extraordinary inspections of the activities of the management bodies of the autonomous non-profit organization, or through hearing reports from the management bodies on their activities, or through the implementation external audit). The law also does not resolve the issue of the supervisory powers of the founders (supervisory body), i.e., are their decisions fully binding for execution by other bodies and the autonomous non-profit organization itself, or are these decisions of an advisory nature. What will be the consequences for the ANO and its governing bodies if Board of Trustees will reveal various violations in the activities of the autonomous non-profit organization or the management bodies of the autonomous non-profit organization? What measures will the founders of the autonomous non-profit organization have the right to apply and in relation to whom, in what order? These issues, apparently, need to be regulated by the ANO Charter.

Otherwise, the conflicts generated, as a consequence of the imperfection of centralized and internal local legal regulation of the supervision of the activities of autonomous non-profit organizations by the founders of the autonomous non-profit organization, will prompt forced ways to improve these forms of regulation.

Literature

Federal Law of November 30, 1994 No. 51-FZ “Civil Code of the Russian Federation” (as amended on May 23, 2001) // SZ RF. 1996. No. 9, art. 773; No. 34, art. 4026; 1999, No. 28, Art. 3471; 2001, No. 17, art. 1644; No. 21, art. 2063.
Federal Law of January 12, 1996 No. 7-FZ “On Non-Profit Organizations”.
Non-profit foundations and organizations. Legal aspects. - M.: Information and Publishing House "Filin", 1997.

1. The structure, competence, procedure for the formation and term of office of the management bodies of a non-profit organization, the procedure for making decisions and speaking on behalf of a 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 the state or budgetary institution- also in accordance with regulatory legal acts of the President of the Russian Federation, the Government of the Russian Federation, the highest executive body of state power of a constituent entity 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, - regulatory legal acts of other government bodies ( government agencies) or local governments.

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 divisions 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 procedures for the formation and term of office of the governing bodies of an autonomous non-profit organization;

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

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

Article 29. Supreme governing body of a non-profit organization

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

collegial 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.

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

2. The main function of the highest governing body of a non-profit organization is to ensure that the non-profit organization adheres to the purposes for which it was created.

3. The competence of the highest management body of a non-profit organization includes resolving the following issues:

changing the charter of a non-profit organization;

determination of priority areas of activity of a non-profit organization, principles of 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;

approval of the financial plan of a non-profit organization and amendments to it;

creation of branches and opening 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 foundation).

The constituent documents of a non-profit organization may provide for the creation of a permanent collegial management body, the jurisdiction of which may include resolving issues provided for in paragraphs five to eight of this paragraph.

The issues provided for in paragraphs two, four and nine of this paragraph fall within the exclusive competence of the highest management body of a non-profit organization.

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

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

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

A non-profit organization does not have the right 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 collegial and (or) sole. He carries out the current management of the activities of the non-profit organization and is accountable to the highest management body of the non-profit organization.

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

The composition of management bodies, trustee or supervisory boards, other bodies of foreign non-profit non-governmental organizations and their operating on the territory of the Russian Federation structural divisions Persons replacing government 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 do not have the right to engage in paid activities financed exclusively from funds 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.

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

collegial 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 governing bodies of public organizations (associations) are established in accordance with the laws on their organizations (associations).

(as amended by Federal Law dated November 26, 1998 N 174-FZ)

2. The main function of the highest management body of a non-profit organization is to ensure that the non-profit organization adheres to the goals for which it was created.

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

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

changing the charter of a non-profit organization;

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

formation of bodies of a non-profit organization and early termination of 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 fall within the competence of others collegial bodies non-profit organization;

making decisions on the creation of other non-profit organizations 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 (with the exception of a foundation), on the appointment of a liquidation commission (liquidator) and on approval of the liquidation balance sheet;

statement 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 highest management body of a non-profit organization.

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

(Clause 3 as amended by Federal Law dated December 30, 2015 N 436-FZ)

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

A decision of the highest management body of a non-profit organization may be made without holding a meeting or session by absentee voting (by poll), with the exception of making decisions on issues provided for in paragraphs two to nine of paragraph 3 of this article. Such voting can be carried out by exchanging documents through postal, telegraphic, teletype, telephone, electronic or other communications that ensure the authenticity of transmitted and received messages and their documentary evidence.

The procedure for conducting absentee voting is determined by the charter of a non-profit organization, which must provide for the mandatory notification of the proposed agenda to all founders (participants, members) of a non-profit organization or members of the collegial supreme governing body of a non-profit organization, the possibility of familiarization with all founders (participants, members) of a non-profit organization or members of the collegial supreme body governing body of a non-profit organization before the start of voting with all the necessary information and materials, the opportunity to make proposals for the inclusion of additional issues on the agenda, the obligation to inform all founders (participants, members) of a non-profit organization or members of the collegial supreme governing body of a non-profit organization before the start of voting of the amended agenda , as well as the deadline for the voting procedure.

the date before which documents containing information about voting by the highest management body of the non-profit organization were accepted;

information about the persons who signed the protocol.

(clause 4.1 introduced by Federal Law dated December 30, 2015 N 436-FZ)

ConsultantPlus: note.

Article 30 does not apply to religious organizations registered in accordance with the procedure established by law (Article 1 of this document).

Clause 1 of Article 30 does not apply to budgetary and government institutions (clauses 4.1 and 4.2 of Article 1 of this document).

Federal Law “On Non-Profit Organizations”- N 7-ФЗ - establishes legal status, the procedure for the creation, liquidation, activity, transformation, use of property of non-profit organizations/companies/communities as legal entities (this applies, inter alia, to structural divisions of foreign non-profit non-governmental organizations). Defines the rights and obligations of the founders (participants) of non-profit organizations, the basics of management of such structures, possible forms of their support by state authorities and local government representation. It is valid in relation to all non-profit organizations created or being created on the territory of our country, except for homeowners’ associations, consumer cooperatives, horticultural/summer/gardening non-profit associations of the population.