Minutes of the meeting of founders of the limited liability company

PRIVATE INSTITUTION OF ADDITIONAL EDUCATION

"CHILDREN AND YOUTH SPORTS SCHOOL

FIGURE SKATING “PIRUETTE”

680023 Khabarovsk, st. Krasnorechenskaya, 187-136 OGRN 1072700001582, INN/KPP 2723094460/272301001

I approve

Director of "MIRACLE YOUTH FC "Pirouette"

____________ N.P. Galutina

General provisions

1.1. This provision was developed in accordance with the Federal Law of December 29, 2012 No. 273-FZ “On Education in the Russian Federation”, the Charter of the “MIRACLE Youth Sports School FC “Pirouette” (hereinafter referred to as the Institution) and regulates the activities of the General Meeting of Employees of the Institution, which is one of the collegial bodies management of the Institution.

1.2. In its activities, the General Meeting of employees of the “MIRACLE Youth FC Pirouette” (hereinafter referred to as the General Meeting) is guided by the Constitution of the Russian Federation, the UN Convention on the Rights of the Child, federal, regional local legislation, acts of local governments in the field of education and social protection, the Charter of the Institution and present position.

1.3. The purpose of the activity is the general management of the organization in accordance with the constituent, program documents and local acts.

1.4. The General Meeting works in close contact with the administration and other self-government bodies of the Institution, in accordance with current legislation, by-laws and the Charter of the MIRACLE Youth FC Pirouette.

Regulations on the general meeting of participants of a limited liability company

These Regulations have been developed in accordance with Federal Law No. 14-FZ of 02/08/1998 “On Limited Liability Companies”, the Civil Code and other current legal acts of the Russian Federation.

These Regulations determine the procedure for holding a general meeting of participants of the Limited Liability Company “________” (hereinafter referred to as the Company).

1. GENERAL PROVISIONS

1.1. The General Meeting of Participants is the supreme body of the Company.

1.2. The date and procedure for holding the General Meeting of Participants, the procedure for informing participants about its holding, the list of materials and information provided to participants in preparation for the General Meeting of Participants are determined in accordance with the Charter of the Company and these Regulations.

2. COMPETENCE OF THE GENERAL MEETING OF PARTICIPANTS OF THE COMPANY

2.1. Competence of the General Meeting of Participants of the Company:

1) determining the main directions of the Company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations;

2) changing the charter of the Company, including changing the size of the authorized capital of the company;

3) formation of the executive bodies of the Company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the Company to a manager, approval of such a manager and the terms of the agreement with him;

Note: if the company's charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company.

4) election and early termination of powers of the audit commission (auditor) of the company;

5) approval of annual reports and annual balance sheets;

6) making a decision on the distribution of the Company’s net profit among the Company’s participants;

7) approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);

making a decision on the placement by the Company of bonds and other issue-grade securities;

9) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

10) making a decision on the reorganization or liquidation of the Company;

11) appointment of a liquidation commission and approval of liquidation balance sheets;

— __________________________________________.

2.2. Issues within the exclusive competence of the General Meeting of Members of the Company cannot be delegated to them for decision by the board of directors (supervisory board) of the Company, except in cases provided for by this Federal Law, as well as for decision by the executive bodies of the Company.

3. PREPARATION FOR THE GENERAL MEETING OF PARTICIPANTS

3.1. Preparations for the General Meeting of the Company's participants, including the extraordinary General Meeting, are carried out in the manner and within the time limits established by law, the Charter of the Company, as well as these Regulations.

3.2. An extraordinary general meeting of the Company's participants is held in cases determined by the Company's Charter, as well as in any other cases if the holding of such a General Meeting is required by the interests of the Company and its participants.

3.3. An extraordinary General Meeting of the Company's participants is convened by _____________ (in accordance with the charter) of the Company on its initiative, at the request of the auditor, as well as the Company's participants, who collectively hold at least one tenth of the total number of votes of the Company's participants.

3.4. The _______________ of the Company is obliged, within five days from the date of receipt of the request to hold an extraordinary General Meeting of the Company Participants, to consider this requirement and make a decision to hold an extraordinary General Meeting of the Company Participants or to refuse to hold it.

A decision to refuse to hold an extraordinary General Meeting of Members of the Company can be made only in the following cases:

— if the procedure established by federal law for submitting a request to hold an extraordinary General Meeting of Participants of the Company is not followed;

— if none of the issues proposed for inclusion on the agenda of the extraordinary General Meeting of Members of the Company falls within its competence or does not comply with the requirements of federal laws.

3.4.1. If one or more issues proposed for inclusion on the agenda of an extraordinary general meeting of company participants do not fall within the competence of the general meeting of company participants or do not comply with the requirements of federal laws, these issues are not included in the agenda.

3.5. _______________ of the Company does not have the right to make changes to the wording of issues proposed for inclusion on the agenda of the extraordinary General Meeting of the Company's participants, as well as to change the proposed form of holding the extraordinary General Meeting of the Company's participants.

Along with the issues proposed for inclusion in the agenda of the extraordinary General Meeting of the Company's participants, the _______________ of the Company, on its own initiative, has the right to include additional issues in it.

3.6. If a decision is made to hold an extraordinary General Meeting of the Company's participants, the said General Meeting must be held no later than forty-five days from the date of receipt of the request for its holding.

3.7. If within five days a decision is not made to hold an extraordinary General Meeting of the Company's participants or a decision is made to refuse to hold it, the extraordinary General Meeting of the Company's participants may be convened by bodies or persons requiring its holding.

In this case, the _______________ of the Company is obliged to provide the specified bodies or persons with a list of the Company’s participants indicating the address (location) of the participant.

The costs of preparing, convening and holding such a General Meeting may be reimbursed by decision of the General Meeting of Participants of the Company at the expense of the Company.

3.8. Preparation and convening of annual and extraordinary General Meetings of Participants is carried out by _____________________.

3.9. In preparation for the General Meeting of Participants, _______________________ states:

— the form of holding the General Meeting of Participants (meeting or absentee voting);

— date, place and time of the General Meeting;

— in the case of a General Meeting of Participants in the form of absentee voting, the closing date for the receipt of voting ballots and the postal address to which completed ballots should be sent;

— agenda of the General Meeting of Participants of the Company;

— an exact list of information and materials to be provided to the Company’s participants during the preparation of the General Meeting of the Company’s Participants;

— the form and text of the voting ballot in the case of voting by ballot;

_________________ also resolves other issues related to preparation for the General Meeting of Participants.

3.10. ______________ includes in the agenda of the next General Meeting of Participants issues that, according to the Company’s Charter, are subject to mandatory consideration at the end of the financial year, including the issue of approving the annual results of the Company’s activities.

3.11. ______________ is obliged to include in the agenda of the General Meeting of Participants the issues proposed by the members of the Company in compliance with the requirements of the procedure provided for by the Charter of the Company, these Regulations and the current legislation of the Russian Federation, and falling within the competence of the General Meeting of Participants of the Company.

3.12. Any member of the Company has the right to make a proposal to include additional issues on the agenda of the General Meeting of Participants of the Company no later than fifteen days before it is held.

3.13. A proposal to include issues on the agenda of the General Meeting of Participants must contain the wording of each proposed issue, and a proposal to nominate candidates - the name of each proposed candidate, the name of the body to which he is proposed for election, as well as other necessary information. A proposal to include issues on the agenda of the General Meeting of Participants may contain the wording of a decision on each proposed issue.

3.14. ______________ is obliged, within five days from the date of receipt of the proposal to introduce additional issues, to consider this proposal and make a decision on whether to include the issues on the agenda of the general meeting of participants or to refuse to include them on the said agenda.

3.14.1. If, at the proposal of the Company's participants, changes are made to the initial agenda of the General Meeting of the Company's Participants, __________ is obliged no later than ten days before the meeting to notify all the Company's participants about the changes made to the agenda in the established way.

3.14.2. _____________ refuses to include issues proposed by a member of the Company on the agenda of the General Meeting of Participants in the following cases:

— the participant(s) did not comply with the deadline established by clause 3.12 of these Regulations;

— the proposal does not meet the requirements provided for in clause 3.4.1 of these Regulations;

— the issue proposed for inclusion on the agenda of the general meeting does not fall within its competence or does not comply with the requirements of the Federal Law “On Limited Liability Companies” and other legal acts of the Russian Federation.

3.15. A reasoned decision ______________ to refuse to include an issue on the agenda of the General Meeting of Participants or to nominate a candidate is sent to the participant(s) who raised the issue or submitted the proposal no later than ___ days from the date of its adoption.

3.16. ___________ has no right to make changes to the wording of additional issues proposed for inclusion on the agenda for the General Meeting of Members of the Company.

3.17. ____________, on its own initiative, has the right to include additional issues on the agenda of the General Meeting of Participants.

3.18. After setting the date, place and time of the General Meeting of Participants and approving the agenda of the meeting, ___________ is obliged, no later than thirty days before the date of its holding, to notify each participant of the Company by registered mail to the address indicated in the list of participants of the Society.

3.19. The notice of holding a general meeting of participants must contain:

— name and location of the Company;

— the form of holding the General Meeting of Participants (meeting or absentee voting);

— date, time and place of the General Meeting of Participants, postal address to which completed ballots can be sent, in the event of the General Meeting being held in the form of absentee voting;

— the closing date for accepting voting ballots and the postal address to which completed ballots should be sent;

— issues included in the agenda of the General Meeting of Participants;

— the procedure for familiarizing participants with information and materials to be provided to participants in preparation for the General Meeting of Participants of the Company.

3.20. _____________ is obliged to send information and materials to all members of the Society along with a notice of the General Meeting of Shareholders of the Society, and in the event of a change in the agenda, the corresponding changes and materials may be sent along with a notice of such change.

3.21. At the request of the participant, _____________ is obliged to provide the following documents and materials:

— annual report of the Company,

— conclusion of the Audit Commission (Auditor) and the Company’s auditor based on the results of the audit of the Company’s annual reports and annual balance sheets;

— information about the candidate (candidates) for the executive bodies of the Company, the board of directors (supervisory board) of the company;

— information about the candidate (candidates) to the Audit Commission of the Company;

— draft amendments and additions to the Company’s charter, or a new draft of the Company’s charter;

— draft internal documents of the Company;

— other materials and documents intended for consideration at the general meeting (in accordance with the charter).

3.22. If the meeting is held in the form of absentee voting, _____________ notifies all participants of the General Meeting about the proposed agenda within _______ days before the deadline for receiving documents with voting results by sending a registered letter containing agenda items and other data (the procedure for familiarizing participants with information, materials provided to participants before the meeting, the deadline for the voting procedure, i.e. the deadline for receiving ballots with voting results, the address where the participant needs to send ballots).

3.23. A ballot that does not contain the surname, name, patronymic of a participant and/or the signature of a member of the Company, as well as containing conflicting data on the voting results that do not allow determining the will of the participant when voting on one or more issues, is considered invalid and is not included in the counting of votes.

3.24. Familiarization of the Company's participants with information and materials submitted for consideration to the General Meeting of Participants is carried out at the location of the sole executive body of the Company or at another address accessible to the participants, which must be indicated in the notice of the General Meeting of Participants.

The opportunity to familiarize yourself with the specified information and materials must be provided to all participants no later than ____ days before the General Meeting. The Company must provide access to materials and information prepared in connection with proposals received to supplement the agenda of the General Meeting no later than _____ days before the General Meeting.

The Company is obliged, at the request of a member of the Company, to provide him with copies of these documents. The fee charged by the Company for providing these copies cannot exceed the costs of their production.

3.25. The form of holding the meeting (joint presence or absentee voting) has the right to determine the person requesting the convening of the meeting. If such a person fails to specify in the written request to convene a meeting the form of holding the meeting, the method of voting on the agenda items is determined by _____________________.

3.26. _____________ approves the form and text of the voting ballot.

3.27. The voting ballot must contain:

— full corporate name of the Company;

— the form of holding the General Meeting of Participants (meeting or absentee voting);

— the date, place and time of the General Meeting of Participants, the postal address to which completed ballots can be sent, or in the case of a General Meeting by absentee voting, the closing date for accepting ballots and the postal address to which completed ballots should be sent;

— the wording of each issue put to a vote and the order of its consideration;

— voting options for each issue put to vote, expressed as “for”, “against” or “abstained”;

— an indication that the voting ballot must be signed by the participant.

3.28. In the event of voting on the issue of electing the executive body of the Company, the Board of Directors or the Audit Commission (Inspector) of the Company, the voting ballot must contain information about the candidate (candidates) indicating his last name, first name, patronymic.

4. HOLDING A GENERAL MEETING OF PARTICIPANTS

4.1. Members of the Company have the right to participate in the General Meeting in person or through their representatives. Representatives of the Company's participants must present documents confirming their authority.

A power of attorney issued to a representative of a member of the Company must contain information about the represented person and the representative (name or designation, place of residence or location, passport details). A power of attorney issued by an individual participant is certified by a notary. A power of attorney on behalf of a participant-legal entity is signed by a person performing the functions of the sole executive body of this legal entity and is certified by the seal of the legal entity.

4.2. Before the opening of the General Meeting of Participants of the Society, registration of arriving members of the Society (representatives of participants) is carried out.

Registration is carried out by a person authorized to do so by ____________ of the Company (hereinafter referred to as the Registrar).

4.3. The registrar compiles a list of registered members of the Society. The list must contain information about the participant, as well as information about the size of shares of the total authorized capital owned by the participants of the General Meeting by right of ownership.

4.4. An unregistered member of the Company (member's representative) is not entitled to take part in voting.

4.5. A participant (a participant’s representative) who has registered to participate in the general meeting is issued voting ballots.

4.6. The General Meeting of the Company Participants opens at the time specified in the notice of the General Meeting of the Society Participants or, if all the Society Participants are already registered, earlier.

4.7. The general meeting of the Company's participants is opened by ___________________ ___________________________________________________________________________ (by the person performing the functions of the sole executive body of the company, or by the person heading the collegial executive body of the company) 4.7.1. The general meeting of the Company's participants, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or participants of the company, is opened by the chairman of the board of directors (supervisory board) of the company, the chairman of the audit commission (auditor) of the company, an auditor or one of the participants of the company who convened this general meeting. 4.8. __________________________________________________________ conducts (the person opening the general meeting of the company's participants) the election of a chairman from among the company's participants. 4.9. _________________________ of the Company organizes the maintenance of minutes of the General Meeting of Participants of the Society. The minutes of all General Meetings of the Society's participants are filed in a minutes book, which must be provided to any Society participant for review at any time. At the request of the company's participants, they are given extracts from the minutes book, certified by the executive body of the Company. 4.10. No later than ten days after drawing up the minutes of the General Meeting of Participants of the Company _______________________________________ (the executive body of the company or other ___________________________________________________ is obliged to send a copy of the person maintaining the said minutes) of the minutes of the General Meeting of Participants of the Company to all participants of the Company in the manner prescribed for notification of the General Meeting of Participants Society.

4.11. Before considering the agenda items, the General Meeting determines the order of its work, including:

— approves speakers and co-rapporteurs on agenda items;

— establishes regulations for speakers (co-rapporteurs) and speakers in debates;

— determines the number of persons speaking in the debate;

- resolves the issue of granting the right to re-speak in the debate;

— elects the Secretary of the general meeting;

— elects a counting commission consisting of three people or a person performing the functions of the counting commission;

— decides on the presence of invited persons at the general meeting, including specialists, experts, representatives of government bodies;

— makes a decision on audio (video) recording;

— resolves other issues regarding the procedure for conducting the general meeting.

4.12. The election of the counting commission or a person performing the functions of the counting commission is documented in the Protocol on the election and signed by the Chairman of the meeting and the Registrar.

4.13. The Secretary of the General Meeting is responsible for maintaining the minutes of the General Meeting of the Company's participants, as well as for the accuracy of the information reflected in it.

4.14. The General Meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants, except in cases where all the Company's participants participate in this General Meeting.

4.15. Decisions of the General Meeting of Participants of the Company are adopted by open voting, unless a different procedure for making decisions is provided for by the Charter of the Company.

5. DECISION MAKING AT THE GENERAL MEETING OF PARTICIPANTS

5.1. Decisions are made at the General Meeting in the manner established by the Company's charter.

5.2. Voting at the General Meeting is carried out ____________.

5.3. Based on the voting results, the counting commission or the person performing the functions of the counting commission draws up a protocol on the voting results, signed by the members of the counting commission or the person performing the functions of the counting commission. The voting results are announced by the chairman of the counting commission (the person performing the functions of the counting commission).

5.4. After drawing up the protocol on the voting results and signing the minutes of the General Meeting, the voting ballots are sealed by the counting commission or the person performing the functions of the counting commission and handed over to the archives of the Company for storage.

5.5. The protocol on the voting results is subject to inclusion in the minutes of the General Meeting of Participants of the Company.

6. MINUTES OF THE GENERAL MEETING OF PARTICIPANTS

6.1. The minutes of the general meeting of participants indicate:

— full corporate name and location of the Company;

— type of the General Meeting of Participants (regular or extraordinary);

— form of holding the General Meeting of Participants (meeting or absentee voting);

— date of the General Meeting of Participants;

— place of the General Meeting held in the form of a meeting (address where the meeting was held);

— agenda of the General Meeting of Participants;

- the opening and closing time of the General Meeting, held in the form of a meeting, and if the decisions adopted by the General Meeting and the voting results on them were announced at the General Meeting, also the start and end time of the vote count;

- postal address to which completed voting ballots were sent when holding a General Meeting of Participants in the form of absentee voting, as well as when holding a General Meeting in the form of a meeting, if voting on issues included in the agenda of the General Meeting could be carried out by sending completed ballots to the Company newsletters;

— the number of votes held by the persons who took part in the General Meeting on each issue on the agenda of the General Meeting of Participants;

— the number of votes cast for each of the voting options (“for”, “against” and “abstained”) on each item on the agenda of the General Meeting of Participants;

— wording of decisions adopted by the General Meeting on each issue on the agenda of the General Meeting;

— the main provisions of the speeches and the names of the persons who spoke on each issue on the agenda of the General Meeting, held in the form of a meeting;

— information about the chairman and secretary of the General Meeting of Participants;

— date of drawing up the minutes of the General Meeting of Participants.

6.2. The minutes of the General Meeting are signed by the chairman and secretary of the General Meeting of Participants, stapled and certified by the seal of the Company.

6.3. The minutes of all General Meetings of the Society's participants are filed in a minutes book, which must be provided to any Society participant for review at any time. At the request of the Company's members, they are given extracts from the minutes book, certified by the executive body of the Company.

Objectives of the general meeting

The activities of the general meeting are aimed at solving the following tasks:

- organize the educational process and financial and economic activities of the Institution at a high quality level;

-identify promising directions for the functioning and development of the Institution;

-involve the public in resolving issues related to the development of the Institution;

-create optimal conditions for the implementation of the educational process, developmental and leisure activities;

- to resolve issues related to the development of the educational environment of the Institution and the need to regulate certain aspects of the activities of the MIRACLE Youth Sports School FC "Pirouette" by local acts;

-provide assistance to the administration in the development of local acts of the Institution;

-help resolve problem (conflict) situations with participants in the educational process within their competence;

- make proposals on issues of safety and security of the educational process and work conditions, protection of life and health of students and employees of the Institution;

- take measures, as necessary, to protect the honor, dignity and professional reputation of the employees of the Institution, to prevent unlawful interference in their work activities;

- make proposals for the formation of a wage fund, the procedure for stimulating and encouraging the work of the Institution’s employees;

- make proposals on the procedure and conditions for providing social guarantees and benefits to students and employees within the competence of the Institution;

- send petitions, letters to various administrative bodies, public organizations, etc. on issues related to optimizing the activities of the Institution and improving the quality of educational services provided.

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Competence of the General Meeting

The competence of the General Meeting includes:

-carrying out work to attract additional financial, material and technical resources, establishing the procedure for their use;

- making proposals for organizing cooperation between the Institution and other educational and other organizations in the social sphere, including in the implementation of educational programs of the Institution and the organization of the educational process, leisure activities;

-representing the interests of the institution in government bodies, other organizations and institutions;

- review of documents of control and supervisory authorities on inspection of the activities of the Institution;

-listening to the public report of the head of the Institution, discussing it;

- adoption of local acts of the Establishment in accordance with the Charter, including the internal labor regulations of the organization;

-participation in the development of provisions of the Collective Agreement.

REGULAR AND EXTRAORDINARY GENERAL MEETINGS

3.1. The next general meeting of the Company's participants is held once a year and is convened by the Board of Directors of the Company.

3.2. The next general meeting of the Company's participants, at which the annual results of the Company's activities are approved, must be held no earlier than two months and no later than four months after the end of the financial year. The specific date of such a meeting is determined by the Board of Directors of the Company.

The annual report and annual balance sheet are submitted for approval to the general meeting of members of the Company simultaneously with written opinions of the Audit Commission of the Company and the external auditor.

The Chairman of the Board of Directors of the Company presents the annual report and annual balance sheet in his report. Discussion of the issue of distribution of the Company's net profit is carried out simultaneously with consideration of the issue of approval of the annual report and annual balance sheet of the Company. When making a decision on the distribution of the Company's net profit, the general meeting of the Company's participants takes as a basis the approved annual report and annual balance sheet.

The decision on the distribution of the Company’s net profit must accurately reflect the items of profit distribution, namely: payment of dividends, deductions to the Company’s funds, replenishment of fixed assets, payment of bonuses to employees, etc.

3.3. An extraordinary general meeting of the Company's participants is held in cases provided for by the charter, as well as in any other cases if the holding of such a general meeting is required by the interests of the Company and its participants.

3.4. An extraordinary general meeting of the Company's participants is convened by the Board of Directors of the Company on its initiative, at the request of the General Director, the Audit Commission, the auditor, as well as the Company's participants holding in the aggregate no less than one tenth of the total number of votes of the Company's participants.

The Board of Directors of the Company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting, to consider this request and make a decision to hold an extraordinary general meeting of the Company's participants or to refuse to hold it. In this case, a decision to refuse to hold an extraordinary general meeting can be made only in the following cases:

– if the procedure established by law for submitting a request to hold an extraordinary general meeting of the Company’s participants is not followed;

– if none of the issues proposed for inclusion on the agenda of the extraordinary general meeting of the Company’s participants falls within its competence or does not comply with the requirements of federal laws.

3.5. If one or more issues proposed for inclusion on the agenda of an extraordinary general meeting of the Company's participants do not fall within the competence of the general meeting or do not comply with the requirements of federal laws, then these issues are not included in the agenda.

The Board of Directors does not have the right to make changes to the wording of issues proposed for inclusion on the agenda of the extraordinary general meeting of the Company's participants, as well as to change the proposed form of holding the extraordinary general meeting of the Company's participants.

Along with the issues proposed for inclusion on the agenda of the extraordinary general meeting of the Company's participants, the board of directors, on its own initiative, has the right to include additional issues in it.

3.6. If, within the established period, the Board of Directors of the Company does not make a decision to convene an extraordinary general meeting of the Company’s participants or a decision is made to refuse to hold it, then the body or person that requested its convocation has the right to convene an extraordinary general meeting.

3.7. The costs of preparing, convening and holding an extraordinary general meeting of the Company's participants may be reimbursed by decision of the general meeting of the Company's participants at the expense of the Company.

Organization of the activities of the General Meeting

4.1. The General Meeting includes all employees of the Establishment.

4.2. Representatives of the Founder, public organizations, municipal and state government bodies may be invited to meetings of the General Meeting. Persons invited to the meeting enjoy the right of an advisory vote, can make proposals and statements, and participate in the discussion of issues within their competence.

4.3. The leadership of the General Meeting is carried out by the Chairman, who is the head of the organization. The minutes of the General Meeting are kept by the secretary, who is elected at the first meeting of the General Meeting for a period of one calendar year. The Chairman and Secretary of the General Meeting perform their duties on a voluntary basis.

4.4 Chairman of the General Meeting:

- organizes the activities of the General Meeting;

-informs members of the general meeting about the upcoming meeting at least 5 days in advance;

-organizes the preparation and holding of the meeting 5 days before it;

-determines the agenda;

-monitors the implementation of decisions.

4.5. The General Meeting of the Institution is convened by its Chairman as necessary, but at least twice a year.

4.6. The activities of the Council of the Institution are carried out according to the plan adopted for the academic year.

The general meeting is considered valid if at least 50% of the members of the Institution’s workforce are present.

4.7. Decisions of the General Meeting are made by open voting.

4.8 Decisions of the General Meeting:

- are considered accepted if at least 2/3 of those present voted for them;

- are competent if at least 2/3 of the council members were present at the meeting;

-after adoption they are advisory in nature, and after approval by the head of the institution they become binding;

- communicated to the entire workforce of the institution no later than within 2 days after the meeting.

General information about the meeting of founders

Concept

The founders (founders) of the enterprise exercise their leadership by holding a meeting of the founders. The peculiarity of this company management body is that it resolves the most important issues from the very foundation of the company. These questions include:

• Establishment of a legal entity and determination of its form.
• Determination of the size of the management company, its proportionality and the procedure for paying contributions.
• Adoption of the Charter.
• Election of the company management and audit commission.

Each of the decisions of the meeting of founders is decisive in the life of the company, therefore they must be adopted unanimously by all participants.

How to hold a meeting of LLC participants? About this in the video below:

Meeting procedure

Regulatory regulation

The activities of the meeting of founders are regulated by the legislation of the Russian Federation, namely:

• Civil Code (Articles 39, 34, 38, 37, 36).
• Federal Law on LLC No. 14 (Articles 34, 33).

You can download an example of the minutes of a general meeting of participants on the appointment of a director here.

Sample minutes of the general meeting of participants on the appointment of a director

Kinds

The meeting of founders can be of two types:

1. The next thing.
2. Extraordinary.

In the first case, the requirements are:

• The frequency and timing of its holding must be fixed in the charter, despite the fact that the law requires that it be held annually (at least).
• The initiative should come from the company’s management structures.
• Summing up the company's work for the year should be carried out after the close of the financial year.

The requirements for an extraordinary meeting are as follows:

• Its implementation should be related to the need to quickly resolve the issue of the company’s activities.
• The extraordinary meeting of founders itself and the issues on which it is convened must be reflected in the organization’s charter.
• The initiative to hold a meeting must be supported by at least 10% of participants.

6.Clerical work of the General Meeting

6.1 Meetings of the General Meeting are documented in minutes.

6.2 The protocol book records:

-the date of the;

-quantitative presence (absence) of members of the work collective;

- invitees (full name, position);

-agenda;

- speakers;

- progress of discussion of issues;

-suggestions, recommendations and comments from members of the workforce and invited persons;

-solution.

6.3 The minutes are signed by the chairman and secretary of the General Meeting.

6.4 The numbering of protocols starts from the beginning of the academic year.

6.5 The book of minutes of the General Meeting is numbered page by page, laced, sealed with the signature of the head and the seal of the Institution.

6.6 The book of minutes of the General Meeting is stored in the affairs of the institution and transferred according to the act (when the head is changed, transferred to the archive).

Minutes of the meeting of the founders of the LLC. What are meeting minutes

The minutes of the meeting of founders is one of the documents that is submitted to the tax office if an LLC is created by several founders.

The main functions of this document are the approval of the following decisions: • creation of an LLC; • determination of the size of the authorized capital and its distribution by shares among the founders; • conclusion of the memorandum of association and approval of the Charter of the LLC; • determination of the location of the LLC; • appointment of a general director.

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Minutes of the meeting of the founders of the LLC. Sample protocol in 2019

MINUTES No. 1 OF THE GENERAL MEETING OF FOUNDERS of the Limited Liability Company “________________”

________ “___” _______________ 20__ ______ hours ______ minutes

The founders were present: 1) ____________ “________________” represented by ________________, acting on the basis of ___________; (if the founder is a legal entity) 2) ________________ (full name of the founder, passport details, if the founder is an individual); 3) ...

100 % . There is a quorum. The meeting is valid.

Chairman of the meeting – ________________ Secretary of the meeting – ________________

Agenda:

1. Creation of the Limited Liability Company “________________”. 2. Determination of the size of the authorized capital of LLC “________________” and the procedure for its distribution. 3. Conclusion of the Memorandum of Association and approval of the Charter of LLC “________________”. 4. Determination of the location of LLC “________________”. 5. Appointment of the General Director of LLC “________________”.

6. Approval of the seal sketch and appointment of the person responsible for the production of the seal, “________________” LLC.

Listened:

1. On the first question: On the creation of the Limited Liability Company “________________” they heard _____(full name)___________. Decided:: To create a Limited Liability Company “________________”. They voted: “for” - unanimously .

2. On the second question: ________________ was heard about determining the size of the authorized capital of LLC “________________”. Decided: The authorized capital of LLC “________________” is ________________ (________________) rubles, which is paid in cash.

The authorized capital of the Company is distributed as follows: The nominal value of the share is ________________ “________________” – ________________ (________________) rubles, which is ________________% of the authorized capital of the Company; The nominal value of the share __full name______________ is ________________ (________________) rubles, which is ________________% of the authorized capital of the Company.

Total ________________ (________________) rubles – 100% of the authorized capital. The deposit must be made in cash. Each founder of the company must pay in full his share in the authorized capital of the company within the period determined by the agreement on the establishment of the company. The period for such payment cannot exceed four months from the date of state registration of the company.

In this case, the share of each founder of the company can be paid at a price not lower than its nominal value.

They voted: “for” - unanimously.

3. On the third issue: The conclusion of the Memorandum of Association and the approval of the Charter of LLC “________________” was heard by ________________. Decided: To conclude the Memorandum of Association and approve the Charter of LLC “________________”. They voted: “for” - unanimously.

4. On the fourth question: ________________ was heard about determining the location of LLC “________________”. Decided: To determine the location of the Company as the following address: _________________________________________________________________________ Voted: “for” - unanimously.

5. On the fifth question: ________________ was heard about the election of the General Director of LLC “________________”. Decided: To elect LLC “________________”________________ as General Director. Voted: “for” - unanimously.

6. On the sixth question: ________________ was heard about the approval of the seal design and the appointment of the person responsible for the production of the seal, LLC “________________”.

Decided: To approve the sketch of the seal and appoint General Director ________________ (passport data) responsible for the production of the seal of LLC “________________”.

They voted: “for” - unanimously.

Founders signatures:

With my signature I confirm the fact of participation in the general meeting of founders, I am familiar with all issues on the agenda, the contents of the minutes and the decisions taken, and I have no objections.

Last name First name Patronymic _____________ (signature)

Last name First name Patronymic _____________ (signature) ….

Source: https://otbiznes.ru/protokol-sobranija-uchreditelej/