Good afternoon friends. The head of an NPO is a person acting without a power of attorney, whose authority is confirmed by recording it in an extract from the Unified State Register of Legal Entities of the Non-Profit Organization. Let's consider the main questions that may arise.
- Who is the head of an NPO?
- Powers, responsibilities and duties of the head of the non-profit organization.
- How is the Head of an NPO appointed and how can he leave his post?
- Salary of a manager in an NPO. Could she be missing?
Creation and support of NPOs is our profession, even if the issue of interest has not been considered, call and we will answer. Let's get started.
Non-profit organizations are registered in accordance with the current legislation of the Russian Federation, and the list of requirements for registration includes the election of a sole executive body, i.e. election of the director of the NPO or, as they say, the Head of the NPO.
Non-profit organizations (NPOs) are registered with the Ministry of Justice. An organization is considered created from the moment a record of creation is made in the Unified State Register of Legal Entities. A non-profit organization can be created either by one founder - an individual or legal entity (ANO, Foundation), or by several founders (Public Organization, Association). Please note that the founders of a public organization can be individuals and legal entities - public associations. However, as mentioned above, regardless of the organizational and legal form, when creating the Organization, the head of the NPO (director of the NPO) must be elected. Of course, the position may be called differently, at your discretion. Here are the main options for the Head of an NPO:
- CEO
- The president
- Chairman
- Director
- Executive Director
- Vice President
A non-profit organization cannot exist without a leader; the formation of a sole executive body in a non-profit organization (the head of an NPO) is provided for by Federal Law No. 7 on NPOs. The head of the NPO (Director of the NPO, etc.) is selected from among the founders of the Non-Profit Organization, if it is corporate. Do not forget that all the governing bodies of a corporate Organization, upon creation, are elected from its founders, and subsequently from the members of the Organization. Corporate organizations include non-profit organizations such as public organizations, associations, unions, and bar associations.
The head of an NPO (Director of an NPO, etc.) can be elected either from among the founders or not be its founder if the organization being created is unitary. Unitary NPOs include autonomous non-profit organizations and foundations. There are no special requirements for the Director of a Non-Profit Organization. Non-profit organization. When an NPO is created, the head of the NPO is elected at the founding meeting. The minutes of the constituent meeting indicate the last name, first name and patronymic of the elected leader. All founders of the organization sign the protocol.
A non-profit organization may have one or several managers. For example, President and Vice-President, Chairman and Vice-Chairman. All of them are sole executive bodies, but their functions must be delineated. For example, the President carries out representative functions in a non-profit organization, and the Vice President carries out the ongoing management of the activities of the non-profit organization. Without a power of attorney, both managers or only one can act on behalf of the organization. For example, the President acts without a power of attorney, the Vice President acts with a power of attorney.
The Extract from the Unified State Register contains information about a person who has the right to act on behalf of a legal entity without a power of attorney. Therefore, if only one of the two managers acts without a power of attorney, then in the application for state registration in form P11001 only his passport details and job title will be indicated, and the extract from the Unified State Register of Legal Entities will indicate only information about this manager. If we talk about a change of director, then changes only about a person who has the right to act without a power of attorney are subject to state registration. If the manager acts by proxy, then the information is not entered into the Unified State Register of Legal Entities.
Therefore, changing a manager who acts by proxy does not require registration data with the MINISTRY OF JUSTICE. A person acting by proxy can be removed from office and appointed to the position of a manager by the internal protocol of the Supreme Management Body of the Organization. I would also like to touch upon such a point as the “Order” on the appointment of a manager. As mentioned earlier, an NPO is considered created from the moment an entry on the creation of the Organization is made in the Unified State Register of Legal Entities. The next step is to receive documents; however, this is not an exhaustive list of documents, for example, for opening a current account. Therefore, in addition to the seal, the first thing you need to do is prepare an order for the appointment of the head of the organization and appoint him to be responsible for the accounting support of the non-profit organization. The order is signed by the head of the organization. Thus, he appoints “himself” to the position. When there is a change of manager, in addition to the protocol, an Order for the dismissal of the old manager is prepared. The order is prepared from the date of the protocol, and the order is signed by the current manager. Next, a second order is being prepared, where a new leader is already appointed. This order is also prepared from the date of the protocol, but is signed by the new manager.
An individual may be appointed to the position of head of an NPO (non-profit organization). As a rule, a manager has leadership qualities and knows the specifics of a manager’s activities. He is often called the chief, director, chairman, president of the NPO. The decision on the name of the position is made by the founders of the Non-Profit Organization, which is reflected in the constituent documents of the NPO. Undoubtedly, the manager must understand the activities of the organization being created. Many founders of a non-profit organization initially create it on a voluntary basis and do not expect to be paid. If the director of a non-profit organization, being an example for other employees to follow, carries out his activities on a pro bono basis, then the number of employees working on a pro bono basis will only increase. If the organization is corporate, then the head of the NPO must be elected from among its members. If the organization is unitary, then you can attract a manager from the outside. It is also possible to even invite a person with special skills. The most successful option will be a leader who has a direct interest in solving the problems that the non-profit organization is trying to solve.
For example, in Russia and abroad they often create Funds to help sick children. When the issue regarding the health of children is raised, parents undoubtedly direct all their efforts to realize the possibilities of their treatment and further rehabilitation. Therefore, the best leader of an NGO involved in helping sick children would be one of the parents in whose family there is such a child. Also, do not forget that the head of the NPO (Director of the NPO, Chairman of the NPO, President of the NPO) carries out the representative functions of the Organization. Therefore, a person holding this position must be stress-resistant, have leadership qualities, and skills in conducting dialogue with government officials and government agencies.
Powers, responsibilities and duties of the head of the non-profit organization.
The activities of non-profit organizations differ from commercial ones, primarily in that the funds received by the NPO are not distributed among its founders. All proceeds are directed to specific purposes: specific people who need help, solving certain problems (protection of the rights and legitimate interests of citizens, development of sports, culture and art, implementation of socially significant programs and projects).
The sole executive management body of the Organization - the Head of the NPO (director of the NPO, chairman of the NPO, president of the NPO) can exercise representative functions, manage certain areas of the Organization’s activities, and carry out administrative functions. All the competence of the manager is prescribed in the charter, but we do not indicate the Last Name, First Name, and Patronymic in the charter. Information about the director is indicated in the application and minutes of the constituent meeting.
Head of the NPO (may):
- without a power of attorney or under a power of attorney, carries out activities on behalf of the NPO, as well as represents the interests of the Organization and makes transactions on its behalf;
- provides a power of attorney with the right of representation on behalf of the NPO, including powers of attorney with the right of further subrogation;
- the director has the right to open and close bank accounts of the established Organization;
- the manager has the right to exercise basic management of the current activities of the NPO;
- the manager has the right to carry out ongoing management of the activities of created NPOs, committees, commissions, sections, associations and working groups;
- the manager has the right to approve the basic rules, procedures, as well as other internal documentation of the Organization, with the exception of only those documents, the approval of which falls within the competence of other management bodies of the organization;
- the director has the right to admit new members to a corporate organization, however, the procedure for admitting new members falls within the competence of the General Meeting (for corporate organizations);
- the director has the right to expel members from the corporate organization, however, the procedure for expelling members falls within the competence of the General Meeting (for corporate organizations);
- the director has the right to maintain a register of members of the corporate organization;
- the manager has the right, within his own competence, to make decisions and issue orders, as well as various kinds of orders and other documents, on the main issues of the activities of the NPO, which all members and staff employees (for corporate organizations) are required to comply with;
- it is the manager who organizes accounting and reporting in the non-profit organization;
- the director of the NPO has the right to dispose of the property of the NPO within the framework established by the General Meeting of the corporate NPO, the Charter of the NPO and the current legislation of the Russian Federation; (for corporate organizations);
- the head of the NPO (director of the NPO), on behalf of the Organization, interacts with government agencies, government, commercial and non-profit organizations, and also interacts with Russian, foreign and international organizations;
- the head of the Non-Profit Organization manages, on behalf of the Organization, international activities;
- the head of an NPO, as a person acting on behalf of the Organization without a power of attorney, has the right to make claims and various statements of claim on behalf of the NPO against legal entities and citizens of Russia and foreign countries;
- the manager must annually submit a report on extended work to the General Meeting of Members (for corporate organizations);
- the manager must maintain direct contacts, as well as connections with commercial, non-profit and other organizations that support the goals of the NPO, the manager has the right to enter into certain agreements, participate in congresses, discussions, congresses, seminars, round tables, conferences, forums, exhibitions and events ;
- the head of the NPO considers the most pressing problems related to the activities carried out by the Organization;
- the manager is engaged in the preparation of materials, projects and proposals on the implementation and development of the statutory goals of the Non-Profit Organization;
- the head of the Organization has the right to hold conferences, congresses, seminars, round tables, discussions, congresses, forums that would correspond to the goals for which the Organization was created;
- the manager provides the General Meeting of Members with reports on the results of his activities (in corporate organizations);
- establishes the number of staff members of the Organization, determines cost standards for remuneration of their labor;
- The head has the right to help attract investments and direct them to expand the scope of the Organization’s activities, as well as finance projects and programs of a non-profit organization;
- The head (president, director, chairman) of the NPO develops various draft estimates of income and expenses (financial plan) of the Organization for subsequent approval of the estimate (financial plan) at the General Meeting of Members (for corporate organizations);
- The head has the right to dispose of the funds of the Organization, but only within the limits of the budget approved by the General Meeting of members of the organization.
- The activities of the head of the NPO are aimed at organizing the implementation and implementation of the statutory goals of the Organization, the subject of activity and programs of the Organization;
- The manager is responsible for monitoring the work and collecting reports within the framework of programs financed by the Organization;
- The competence of the manager includes the submission to the authorized body of an annual report on the activities of the Organization, which contains information provided for by the current legislation of the Russian Federation, including violations of the requirements of the current legislation that were identified as a result of an audit carried out by the tax authorities, and on specific measures to eliminate these violations;
- The manager attracts the necessary specialists, experts, creative and other teams to perform work, services, projects, examinations, scientific research and development, under labor agreements and civil contracts.
Features of practical application
After reading the list and content of his responsibilities, every leader can say with a light heart that, in principle, he does all this. The key point here will be the characteristic “in principle” clause. This formulation is used by someone who understands that he must do this, but is not ready to assert with all certainty what he is doing.
A person can effectively do only one job per unit of time. Anyone who tries to do several important things at the same time will not really get anything done. Therefore, the performance of managerial responsibilities should be included in the manager’s work schedule under the appropriate title. Management responsibilities should be included in the work schedule not just on an equal basis with other matters, but taking into account the fact that this particular area of responsibility should be a priority. Learn to allocate time in accordance with priorities so that words and deeds do not diverge.
The manager is responsible for ensuring that these actions are carried out on a regular basis, but the composition of the participants and their roles is a situational issue.
Are you going to work out the task in detail and then report it to your subordinates, or are you going to involve them in active participation in the development? Perhaps participation will be limited to collecting data on the questions you formulated? All this can only be determined by you. You are responsible for ensuring that the duties are fully performed; with what resource is not a fundamental question.
In addition, you need to take into account the fact that all responsibilities in the process of their execution are connected by an invisible feedback chain. In the process of organizing execution, it may become clear that the task itself requires additional thinking, and perhaps reformulation. This often happens, for example, due to a lack of resources, which is not always possible to foresee at the stage of setting the task.
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How is a manager appointed in an NPO? Dismissal and change of director of an NPO
It is worth paying attention to the issue of “dismissal” of the director. If you decide to leave the post of head of an NPO, then it is not enough to write a statement. It is necessary to achieve a change of director; this can only be done by making changes to the Unified State Register of Legal Entities. Therefore, if you have written a letter of resignation, you are still listed as the head of the NPO and are responsible for its activities, and will remain the head until the data is excluded from the Unified State Register of Legal Entities. It is in the interests of the current leader to find a new leader and change him by submitting documents to the MINISTRY OF JUSTICE. The period for changing the director is 1.5 months.
A situation may also arise when another manager is needed in an existing organization. Then it will be necessary to make changes to the Charter of the Organization and appoint a person to this position by the Protocol. The charter specifies the competence of two managers.
The cost of our services for changing a manager is 10,000 rubles.
To prepare documents for a change of manager, you will need the following information:
- OGRN of the organization;
- a copy of the current version of the charter;
- a copy of the passport of the new head of the NPO;
- a list of members of the Organization’s governing body whose competence includes changing the head;
- telephone and mail, which we will indicate in the application
We prepare all the necessary documents.
These include:
- Order on dismissal of a manager;
- Order on the appointment of a new manager;
- Protocol on change of director;
- Application on form P14001.
After all the documents have been prepared, the new manager certifies the application and power of attorney with a notary to represent the interests of the organization in the MINISTRY OF JUSTICE. The cost of notary services will be approximately 5,000 rubles. It is also necessary to take with you to the notary all the originals of the statutory documents: charter, OGRN, INN, Record Sheet, extract, protocol on the appointment of a new manager, protocol on the creation of the organization, as well as the seal of the organization, passport of the manager). Without the above documents, the application will not be certified.
Payment of state duty when changing the director is not provided. We independently submit and receive documents from the Ministry of Justice using a power of attorney.
Specifics of the job position of the head of a structural unit.
The problems they solve are extremely complex and diverse. They require deep and comprehensive knowledge, analytical abilities, and the makings of a politician, diplomat, publicist, orator. Such inclinations practically cannot be combined in one person.
Regarding this point, most often line managers in our country simply do not receive budgets, which means they are deprived of an important management tool. However, the budget is the work plans of the department, expressed in financial indicators. And if the manager and his employees must achieve results, then the manager must control his budget.
Before I present these points to your attention, I would like to remind you of what leadership is. First of all, it should be noted that even if we manage an enterprise, division or process, we still do it through people and with the help of people.
For the employer, the consequences of violating the norm of clause 3, part 2, art. 19TC can result in large fines. The legislation does not provide for special sanctions for incorrect job titles.
