CHARTER
of the "Foundation for Internet Development"

1. General provisions

The "Foundation for Internet Development", hereinafter referred to as the Foundation, is a not-for-profit organization with no membership, based on voluntary material contributions and dedicated to educational, scientific, social, charity and cultural aims.

The Foundation carries out its activities in accordance with the legislation of the Russian Federation and the provisions of the present Charter.

The Foundation shall not set profit-making as the major objective for its activities and shall not pay or transfer any part of its income to the Founders.

The Foundation has the right to engage in business activities that shall conform to the provisions of the present Charter and may seem conducive to the attainment of its objectives.

2. The Founders

2.1. The Founders of the Foundation are the following organizations:

"RELCOM. Business Network" company with limited liability, registered with the Moscow Registration Chamber on 19.10.98, registration # 001.453.267;

"DEMOS-INTERNET" company not having a share capital, registered with the Moscow Registration Chamber on 23.12.97, registration # 001.304.085.

3. Name of the Foundation

3.1. The full name of the Foundation shall be "Фонд Развития Интернет".

3.2. Abbreviated name of the Foundation shall be the "Фонд Развития Интернет".

3.3. The full name of the Foundation in English shall be "The Foundation for Internet Development".

3.4. Abbreviated name of the Foundation in English shall be "FID".

4. The seat of the Foundation

4.1. The seat of the Foundation shall be at 3A, building 2, 1^st Khvostov Pereoulok, 113184, Moscow, Russia.

5. Legal status

5.1. The Foundation shall be a legal entity with solitary property or assets to be reflected on an independent balance sheet, and shall maintain appropriate bank accounts, including an external bank account.

5.2. The Foundation shall have a seal with its name, inked stamp, letterheads and other means of individual identification.

5.3. The Foundation in its behalf shall be entitled to acquire and implement material and non-material rights, to bear responsibilities, to posses, use and dispose of property, to act as a plaintiff and defendant in the court of law and in arbitration on the territory of Russia and abroad.

5.4. The property transferred to the Foundation by its Founders shall remain property of the Foundation.

5.5. The Foundation is not responsible for obligations of its Founders similar to the Founders being not responsible for the obligations of the Foundation. The Foundation is not responsible for obligations of the State, its bodies and authorities. The State, its bodies and authorities are not responsible for obligations of the Foundation.

6. Objectives and forms of activity of the Foundation

6.1. The Foundation is formed to achieve the following tasks:

• To facilitate information and technological development of the Internet;

• To promote scientific, educational and cultural achievements;

• To encourage global information networking, development of the information infrastructure in the society, implementation of advanced information technologies in organizations irrespective of their type of ownership;

• To identify and facilitate practical implementation of R&D, ideas, projects and other achievements posing good prospects for application in telecommunication networks;

• To assist in design and practical implementation of networking and computer centres;

• To facilitate development of legal measures, supporting Internet advancement, e.g. assist in drafting projects aimed at protecting information within the Internet;

• To provide explanatory consultations of basic legislation concerning Internet development;

• To provide assistance in legislative activities concerning communications, information and intellectual property, mass media;

• To render juridical services to individuals and organizations;

• To enhance computer literacy among the public community of the Russian Federation;

• To assist in design, development and application of communication and telecommunication means;

• To provide support to organizations, rendering communication services and information backing within the Internet network;

• To assist in protecting intellectual property rights within the Internet;

• To support development of mass media within the Internet;

• To support projects, dedicated to development and distribution of mass media within the Internet;

• To facilitate application of Internet-based technologies in the Russian Federation and other countries;

• To assist activities connected with domain name registration and domain development;

• To support projects dedicated to development of the Internet network in the Russian Federation and the CIS (NIS) countries;

• To carry out and support R&D initiatives in IT and communications;

• To develop and introduce new means of information access within the Internet;

• To organize training, refreshing courses, skill upgrading undertakings in communications, law, computer sciences and information technologies in Russia and abroad;

• To support individuals, involved in activities stipulated in para. 6 of the present Charter;

• To organize and run symposia, conferences, exhibitions, shows, festivals, presentations, auctions and other events, including those international by nature, incidental or conductive to any of the objectives of the Foundation.

6.2. In order to implement the tasks identified by the present Charter, the Foundation:

• forms its property based on voluntary contributions and other donations not contradicting existing legislation;

• freely disseminates information about its activities;

• interacts with governmental and municipal authorities;

• undertakes fund-raising activities, including those involving foreign legal entities and individuals;

• carries out publishing activities and renders information services;

• finances projects dedicated to development of the Internet;

• involves itself in economic activities conductive to the above tasks, including communications services, domain registration services, information, legal and consultation services. The Foundation has the right to engage in economic activities connected with design and construction of office premises, as well as servicing, maintenance, assembly and tuning of computer and other types of equipment in order to accommodate in the newly built or renovated premises individuals, working teams and organizations, whose aims coincide with those itemized in para. 6 of the present Charter;

• carries out investments under orders from owners or trustees of funds invested;

• acquires and sells movable and real estate property, as well as property rights in the order and on the terms, stipulated by applicable legislation;

• carries out purchases, manufacture and sale of telecommunication equipment, other means of communication, computer sets and other types of equipment, their installation and servicing;

• purchases and sells systems with means of cryptographic protection of data;

• purchases and sells intellectual property;

• engages in economic activities to raise additional funds conductive to objectives stipulated by the present Charter, as well as acts as a Founder and member of economic entities;

• carries out other types of activities conductive to tasks of the Foundation.

7. Rights of the Foundation

In order to implement the objectives and tasks provided for in the present Charter the Foundation has the right:

7.1. To create economic entities and take part in their activities, become member of associations (unions), non-governmental organizations, create other non-profit entities.

7.2. To conclude agreements (contracts), enter into economic relations within the country as well as abroad with organizations and individuals for aims conductive to objectives and tasks of the Foundation.

7.3. To organize and run symposia, conferences, exhibitions, shows, festivals, presentations, auctions and other events.

7.4. To exchange information with organizations and individuals within the country and abroad via all means of communication.

7.5. To own, use and dispose of its property in keeping with applicable legislation and in consistency with its objectives and tasks.

7.6. To set up special funds in order to support project-specific activities, as well as set up security funds.

7.7. To recruit and dismiss employees.

7.8. To send its employees and members of the Foundation on business trips around the country, send its specialists abroad on short and long-terms business trips, including training.

7.9. To undertake other activities in consistency with the tasks of the present Charter.

8. The property and assets of the Foundation

8.1. The property and assets of the Foundation are formed through:

• regular and lump sum contributions of the Founders of the Foundation;

• voluntary material contributions and donations from organizations and individuals;

• profit gained through mandate activities of the Foundations and income received by legal entities set up by the Foundation;

• dividends (profit, interest), received on shares, obligations, other securities and deposits;

• income, received on property of the Foundation;

• receipts from the federal budget, budgets of subjects of the Russian Federation, local budgets and extra-budgetary funds;

• work of volunteers;

• other receipts in consistency with the law.

8.2. The property and assets, received by the Foundation, as well as income gained through its economic activity shall not be paid to the Founders of the Foundation or other persons and shall be applied solely towards the promotion of the aims, provided for in the present Charter.

8.3. Use of property and financing of mandate activities of the Foundation shall be defined by the General Assembly of the Founders of the Foundation.

8.4. The Foundation is the owner of property, transferred to it by the Founders.

9. The Founders, their rights and responsibilities

9.1. The Founders of the Foundation are legal entities, who participate in the process of setting up the Foundation and organization of its activities.

9.2. Russian and foreign legal entities and individuals, who have expressed their wish to participate on a regular basis in the activities of the Foundation, can be additionally included into the list of the Founders.

The list of the Founders can be amended at the recommendation of the Supervising Council or one of the Founders based on a decision of the General Assembly of the Founders of the Foundation. The decision on this issue is made by 2/3 of the Founders' votes cast.

The Founders - legal entities and individuals - enjoy equal rights and responsibilities.

9.3. The Founders of the Foundation have the right:

• to elect and be elected to the governing bodies of the Foundation;

• to propose subject issues within their field of activity for consideration by the governing bodies of the Foundation;

• to participate in voting on issues within the terms of reference of the General Assembly of the Founders;

• to take part in any programme or project of the Foundation in accordance with his interest and competence;

• to receive information about the Foundation, including book-keeping information, account reports and other statistical documentation;

• to make contributions to the Foundation on the terms, determined by the General Assembly of Founders.

Legal entities carry out the above rights through duly authorized representatives.

9.4. The Founders of the Foundation are responsible of the following:

• to meet the provisions of the Charter and facilitate efficient operation of the Foundation;

• to make lump sum, special and project-specific contributions in the order and volume, defined by the General Assembly of the Founders.

10. Bodies of governance and control

10.1. The supreme governing body of the Foundation is the General Assembly of Founders of the Foundation.

10.2. A collective governing body of the Foundation, operating within the sessions of the General Assembly, is the Supervising Council of the Foundation.

10.3. The Supervising Council of the Foundation has the right to set up Committees of the Foundation to implement mandate objectives and tasks of the Foundation. The Committees are directed in their activities by a respective Regulation, approved by the Supervising Council of the Foundation.

10.4. The Chairman of the Committee of the Foundation, appointed by the Supervising Council, controls the activities of the Committee of the Foundation.

10.5. The Chairman of the Committee of the Foundation may be a member of the Supervising Council of the Foundation.

10.6. The Chairman of the Committee of the Foundation can be recommended to the Supervising Council of the Foundation by the Founder of the Foundation or a member of the Supervising Council.

10.7. The controlling body of the Foundation is the Supervising Council of the Foundation.

10.8. The executive body of the Foundation is the Director of the Foundation.

11. General Assembly of Founders of the Foundation

11.1. The General Assembly of Founders of the Foundation is convened not less than once a year. An early session may be called by an initiative of the Supervising Council of the Foundation or the initiative of one of the Founders.

11.2. The Founders are notified about the called session of the General Assembly by means of post, fax, telegraph, electronic mail or other means of communication agreed upon. The notice of the session shall be not less than one month and shall indicate the issues included into the agenda of the General Assembly of Founders.

11.3. The General Assembly may not transfer or delegate to any other body its power:

a) to determine the priorities and objectives of activity of the Foundation;

b) to amend the present Charter of the Foundation with successive registration of said amendments with governmental registration authorities in accordance with applicable legislation;

c) to elect and approve of the members of the Supervising Council;

d) to approve reports on activities of the Foundation;

e) to determine the scheme for organization of property and assets of the Foundation, to make decisions concerning organization and use of project-specific funds;

f) to adopt the annual report and annual budget;

g) to make decisions concerning disposal of real estate of the Foundation.

11.4. The General Assembly will be authorized to make decisions on issues of the agenda when more than half of the Founders shall be present. Each Founder shall have one casting vote. The procedure for the General Assembly shall be determined by a special Regulation, adopted by the Founders.

11.5. A decision of the General Assembly is effected by a simple majority of votes of Founders present.

Decisions on articles "A", "B" and "C" are made by two thirds of the votes of the Founders present at the General Assembly cast in favour of these decisions.

11.6. Upon a decision of the General Assembly of Founders a regular or early session of the General Assembly can be substituted by polling by default (voting by default) of the Founders on issues referred to exclusive competence of the General Assembly of Founders through post, facsimile, electronic and other means of communication agreed upon. The above mentioned terms of representation shall be observed.

12. The Supervising Council

12.1. The Supervising Council of the Foundation is the supreme collective body of the Foundation, operating between sessions of the General Assembly of Founders, comprising the Chairman of the Supervising Council of the Foundation and members of the Supervising Council.

12.2. The Supervising Council of the Foundation is formed from among representatives of enterprises, companies and organizations, as well as individuals providing major material and other types of contributions to its activities. Individual members of the Supervising Council, their number, as well as the Statute, regulating its activities, shall be approved by the General Assembly of Founders.

12.3. The first membership of the Supervising Council shall comprise representatives of the Founders of the Foundation (one per each Founder) appointed for one year, and a Chairman of the Supervising Council. In the future the membership of the Supervising Council shall be formed in accordance with the Statute, regulating its activities.

12.4. The Chairman of the Supervising Council is appointed by the General Assembly of Founders for a term of 2 years. An individual, who is not a Founder (representative of the Founder), is eligible to become a Chairman.

12.5. Meetings of the Supervising Council of the Foundation are convened not less than once in three months under the chairmanship of its Chairman.

12.6. The following shall be referred to the terms of reference of the Supervising Council of the Foundation:

• to determine the entry fee and project-specific contributions and the mode of their payment;

• to nominate the candidate for the post of Director to be approved by the General Assembly of Founders;

• to consider and approve the budget of the Foundation, the staff structure, as well as remuneration of employees of the Foundation.

• to select and approve means of visual identification of the Foundation;

• to make decisions concerning participation in the work of other organizations;

• to set up subsidiary bodies and representation offices;

• to approve internal documents, regulating activities of the Foundation;

• to determine the time, location and agenda of the General Assembly of Founders;

• to form the budget of the Foundation and assist in raising additional funds to support programmes of the Foundation;

• to ensure legitimate spending of funds of the Foundation, use of its credit resources;

• to control and organize auditing of activities of executive bodies of the Foundation. To this effect the Supervising Council shall refer to the services of independent auditing organizations and individual experts.

• to approve programmes, thematic plans and projects, supported by funds of the Foundation, to determine the pattern for their financing;

• to create Committees and expert groups within specific projects and determine the responsibilities of experts appointed as their members;

• to appoint directors and co-ordinators of special programmes and projects and control their activities;

• to resolve other issues within the framework of activities of the Foundation not referred to exclusive competence of the General Assembly of Founders.

12.7. Decisions of the Supervising Council of the Foundation are made at its meetings or during polling of members of the Supervising Council in accordance with the rules, determined by the Supervising Council.

12.8. A member of the Supervising Council shall cease to be such:

• if by personal notice in writing he resigns his membership;

• if he is removed by a simple majority of votes of the rest of the members of the Supervising Council.

12.9. All decisions are made by a majority of votes cast by members of the Supervising Council of the Foundation.

12.10. The Chairman of the Supervising Committee of the Foundation:

• chairs the meetings of the Supervising Committee;

• manages the activities of the Supervising Council;

• resolves other issues referred to his terms of reference by the General Assembly of Founders.

13. The Director of the Foundation

13.1. The Director of the Foundation is its sole executive body, operating without power of attorney on behalf of the Foundation within the terms of reference provided by the present Charter and the Statue of the executive body.

The Director of the Foundation is appointed by the General Assembly of Founders.

13.2. The Director:

• organizes implementation of decisions of the Assembly of Founders and the Supervising Council;

• manages activities of the Foundation on a day-to-day basis;

• on behalf of the Foundation concludes contracts, agreements and other legal documents, issues power of attorney, opens bank accounts (including external accounts) and other accounts of the Foundation in accordance with the existing regulations;

• disposes of the property and assets of the Foundation in accordance with existing legislation;

• submits drafts of work plans to the Supervising Council of the Foundation for approval, as well as reports on their implementation. Not later than one month upon expiration of the financial year submits the annual balance sheet to the Supervising Council of the Foundation, the account of profits and losses, the report on implementation of the financial plan and expenditure of funds of the annual budget of the Foundation.

• hires and dismisses employees of the Foundation;

• approves the internal rules, regulating activities of the Foundation and controls execution of office requirements by the employees;

• resolves day-to-day issues concerning economic and financial activities of the Foundation;

• issues orders and directives on current activities, that shall be obligatory for all employees of the Foundation;

• executes other powers within the terms of reference provided to him.

14. The financial year and the report on financial activities

14.1. Operational, accounting and statistical book-keeping and reports of the Foundation are carried out in accordance with the rules set forward by applicable legislation of the RF.

14.2. The financial results of activities of the Foundation are determined on the basis of the annual financial report.

14.3. The financial year of the Foundation coincides with the calendar year.

15. Winding-up of the Foundation

15.1. The Foundation can be reorganized as provided for in applicable legislation.

15.2. Winding-up of the Foundation is carried out only upon a court decision in cases provided for in applicable legislation.

15.3. After winding-up the property and assets of the Foundation shall not be used by the Founders and shall be used for mandatory purposes upon decision of the commission on liquidation of the Foundation.

16. Conflict of interests

16.1. Interested persons (the Chairman of the Supervising Council, members of the Supervising Council, the Director of the Foundation) ought to comply with the interests of the Foundation, first and foremost in respect of its objectives, and shall not use the opportunities of the Foundation (property, material and non-material rights, opportunities in entrepreneurial practice, valuable information about activities and plans of the Foundation) or allow their use for causes other than those provided for by the present Charter.

16.2. In the case a person has an interest in a transaction to which the Foundation is to be a party, as well as in the case of any other conflict of interests between the said person and the Foundation in respect of a planned transaction this person ought to report about his interest to the Supervising Council before a decision is made on conclusion of the transaction.

The transaction should be approved by the Supervising Council of the Foundation.

16.3. The interested person is liable to the Foundation for damages incurred. In case damages have been caused by several interested persons, they are jointly liable to the Foundation.

17. Signatures of the Founders