ARTICLES OF ASSOCIATION OF THE PROFESSIONAL ACCOUNTING ORGANIZATION THE CHAMBER OF PROFESSIONAL ACCOUNTANTS OF THE REPUBLIC OF KAZAKHSTAN

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1 Approved By the Chamber s Conference ARTICLES OF ASSOCIATION OF THE PROFESSIONAL ACCOUNTING ORGANIZATION THE CHAMBER OF PROFESSIONAL ACCOUNTANTS OF THE REPUBLIC OF KAZAKHSTAN Almaty

2 1. GENERAL PROVISIONS 1.1 The professional accounting organization entitled The Chamber of Professional Accountants of the Republic of Kazakhstan (hereinafter referred to as the Chamber ) is a noncommercial organization uniting accountants and accounting organizations. The Chamber was established by the reorganization of the public association formerly referred to as The Chamber of Professional Accountants and Auditors of the Republic of Kazakhstan. 1.2 The full and short names of the Chamber are as follows: In the state language: бухгалтерлердің кәсіби ұйымы «Қазақстан Республикасының кәсіби бухгалтерлер Палатасы» («ҚР КБП» БКҰ). In Russian: профессиональная организация бухгалтеров «Палата профессиональных бухгалтеров Республики Казахстан» (ПОБ «ППБ РК»). In English: The Chamber of Professional Accountants of the Republic of Kazakhstan The organizational and legal status of the Chamber is a professional organization of accountants The Chamber s location is - the Republic of Kazakhstan, , Almaty, Almalinsky district, 58 Nauryzbai Batyr, office The Chamber operates in accordance with the currents laws of the Republic of Kazakhstan The Chamber becomes a legal entity from the moment of its state registration according to the procedures set up by the laws. The Chamber has independent assets, an autonomous balance sheet, accounts in banks, a seal and a stamp bearing its name. The Chamber can sign contracts in its name, purchase and execute property and personal non-property rights, bear responsibility and act as both a plaintiff and a defendant in a court of law The professional accounting organization The Chamber of Professional Accountants of the Republic of Kazakhstan is a legal successor of all the rights and obligations of the public association The Chamber of Professional Accountants and Auditors of the Republic of Kazakhstan, registered by the Justice Department of the City of Almaty, the certificate of state registration of a legal entity # ОО, May 8, OBJECT AND PURPOSE OF THE CHAMBER S ACTIVITY 2.1. The Chamber was established in order to implement and protect economic, social, cultural and professional rights and freedoms of its members, support their interests, develop their professional activity, improve their professional qualification, assist in further improvement of accounting and financial reporting on the basis of national and international standards, analyze, generalize and disseminate positive experiences in accounting and financial reporting, as well as assist in training and re-training of professional accounting cadres. The Chamber declares the general objectives of the accounting profession to be as follows: 1) To protect the interests of the society, and to ensure that the members of the organization operate according to the highest standards of professional and ethical conduct; 2

3 2) To seek public recognition of a wide range of professional services provided by professional accountants and accounting technicians; 3) Advocate and implement in life the purposes and ideas of the sustainable development of the organization and of the accounting community in general; 4) To defend the legitimate rights of its members; 5) To ensure professional independence of accountants irrespective of their job function; 6) To develop comprehensive accounting theory and practice; 7) To define membership criteria of a professional organization; 8) To arrange the evaluation of knowledge, skills and habits for candidates seeking membership of a professional organization; 9) To develop and maintain efficient working relations with state authorities, as well as with other national, regional and international organizations of accountants and auditors; 10) To provide members of the organization with necessary methodological and ethical recommendations to help them satisfy the requirements of society in areas of the specific knowledge and competence they possess The objectives of the Chamber s activity are as follows: 1) To assist in the certification, and improvement, of professional knowledge of accounting record keepers; 2) To assist in the learning, implementation and dissemination of international and national accounting standards; 3) To gain public recognition of the wide range of quality services offered by the professional accountants of the Republic of Kazakhstan; 4) To put in place a system for improving the qualifications of the organization s members, developing competent assessors to train and advance the knowledge of accountants, including the development of teaching programs and methodological teaching aids; 5) To provide conditions for active professional work of accountants; 6) To coordinate the activity of accounting organizations; 7) To study the market of accounting and consulting services; 8) To provide consulting, methodological and practical assistance to accountants in organizing financial accountancy; 9) To adhere to the Code of Ethics of professional accountants, doing so in line with international practices that are mandatory for all members; 10) To develop and introduce proposals for the improvement of accounting and tax regulations; 11) To submit proposals on projects relevant to regulations and standards for accounting and financial reporting; 12) To develop international nongovernmental contacts in order to exchange accounting experience; 13) To undertake measures to increase public awareness of accounting and financial reporting; 14) To conduct seminars, conferences, round table discussions, and other events, for the purpose of spreading knowledge about accounting and financial reporting; 15) To assist state and non-state organizations in terms of accounting and financial reporting; 16) To conduct public opinion polls and other surveys; 17) To disseminate information about positive international experiences in relation to accounting and financial reporting. 3

4 3. RIGHTS AND OBLIGATIONS OF THE CHAMBER 3.1. According to the procedures established by law, the Chamber is authorized to do the following: 1) To spread information about its activity; 2) To represent and defend the rights and legitimate interests of its members in courts, other state bodies and other public associations; 3) To unite, join, and associate with other organizations, as well as international, noncommercial, and nongovernmental organizations; 4) To open the Chamber s branches and representative offices; 5) To undertake entrepreneurial activity in order to achieve the aims of its Articles of Association. Any resultant income from the Chamber s entrepreneurial activity cannot be redistributed among its members and is used only to achieve the aims of the Articles of Association; 6) To participate in the development of national standards and associated methodological recommendations; 7) To participate in the development of accounting and financial reporting regulations of the Republic of Kazakhstan; 8) To analyze, generalize and disseminate positive accounting and financial reporting experience; 9) To carry out other powers that do not contradict with the laws of the Republic of Kazakhstan The Chamber is obliged to: 1) Observe the laws of the Republic of Kazakhstan, including laws related to accountancy and financial reporting; 2) Delegate, when accredited by an authorized body, members of the professional organization to an advisory body in numbers stipulated by the accreditation rules, and to ensure conditions for their productive work; 3) Submit, when accredited by an authorized body, the organization s reports to an authorized body, doing so in accordance with established procedures; 4) Consider requests as to the usage of international and national standards; 5) Provide an opportunity for its members to become acquainted with documents and decisions that affect their rights and interests; 6) Inform its members as to cash receipts and expenditures of the Chamber; 7) Notify the appropriate registration authority of any change of location of the permanently operating governing body, and to manage any associated information within the limits prescribed by the state register; 8) Ensure the safety and nondisclosure of personal information of Chamber members, as well as that of officers of the Chamber s governing bodies, and to provide this information only according to procedures required by laws of the Republic of Kazakhstan; 9) Pay taxes and other mandatory budget payments according to related procedures; 10) Repay its obligations through all its property (except for the legal entities); 11) Carry out its responsibilities in accordance with the legislation of the Republic of Kazakhstan. 4

5 4. THE CHAMBER S MEMBERSHIP PROVISIONS 4.1. There are two categories of Chamber membership: full members and associate members Full members of the Chamber are as follows: 1) Professional accountants of the Republic of Kazakhstan; 2) Accountants with a certificate of a professional accountant, as issued by a foreign institution that is a full member of the International Federation of Accountants; 3) Accountants with a certificate of a professional accountant issued by the Chamber and/or another institution from the approved list that is in accordance with Membership Regulation of the Chamber Associate members of the Chamber are individuals and legal entities, as well as accountants and accounting organizations offering accounting services. Associate members are subdivided into the following categories: 1) A candidate seeking to become a professional accountant; 2) An associate accountant; 1) An accountant-technician; 2) An student accountant; 3) A leader in the accounting profession; 4) An honorable member of the accounting profession; 5) A person interested in accounting; 6) A partner company; 7) An accounting organization The Executive body of the Chamber is in charge of admitting anyone to membership on the basis of a written application of a candidate, and in accordance with provisions of the Articles of Association and of membership otherwise. In the case of refusal of membership by the Chamber, an applicant has the right to seek redress via the Chamber s Board of Directors, which has the power to annul any refusal of membership Membership of the Chamber can be cancelled voluntarily, such as at the initiative of the related member, as well as by way of the Chamber s Board of Directors, as well as in case of the member s death or in case of liquidation for legal entities. Membership cancellation that is at the initiative of a Chamber s member must be done via a written application to quit membership of the Chamber. Membership cancellation that is at the initiative of the Chamber s Board of Directors happens in the case of a member s failure to fulfill requirements of the current Articles of Association, of the Membership Provisions, or of other regulations, as well as the code of professional ethics, or failure to attend training, the aim of which is permanent improvement of qualification and, additionally, in any case of violations of the laws of the Republic of Kazakhstan while executing a professional job At the initiative of a member of Chamber, or the Chamber s Board of Directors, membership can be suspended for a period of up to a year from the moment such decision was made by the Chamber s Board of Directors. A member with suspended membership is not entitled to use the rights of a member of the Chamber. A member with suspended membership can renew their membership on the basis of an application within a year of the suspension taking effect, doing so if membership suspension was at the initiative of the related member, or if reasons for any suspension were eliminated. 5

6 4.7. At the initiative of a member of the Chamber, or of its Board of Directors, any member can be transferred from full membership status to that of an associate member Reasons and procedures for admitting to membership, as well as cancellation, suspension, renewal and switching Chamber membership, should be done in accordance with Membership Regulation of the Chamber In the case of disagreement by a member as to the decision of the Board of Directors of the Chamber on membership cancellation, suspension, renewal or a membership category change, the affected member can appeal to the Conference of the Chamber. 5. RIGHTS AND OBLIGATIONS OF THE CHAMBER S MEMBERS 5.1. A full member of the Chamber enjoys the following rights: 1) To elect, and be elected to, the Chamber s management bodies; 2) To vote in solving any issue brought to the attention of the Conference; 3) To introduce to the Chamber s management bodies proposals that are within the scope of the Chamber activity, and to participate in their discussions; 4) To participate in all the events organized by the Chamber; 5) To receive information from management bodies about the Chamber s activity; 6) To ask any management body of the Chamber to protect their rights and legitimate interests, as well as to have consultations, and receive methodological and other kinds of assistance; 7) To bring new members to the Chamber The Chamber s associate members have equal rights and obligations with full members, except for the right to vote at the Conference and the right to elect, and be elected to, the Chamber s management bodies Full and associate members of the Chamber are obliged to: 1) Promote the implementation of tasks set up by the Articles of Association, as well as to achieve the aims of the Chamber and to improve its image; 2) Pay membership fees in the order, time and amount approved by the Chamber s Board of Directors and in accordance with Membership Regulation 3) Permanently improve their qualification, and report to the Chamber about it, doing so in accordance with the procedure and timing approved by the Board of Directors, and as per the Continuous Professional Development Regulation; 4) Comply with provisions of the current Articles of Association and other regulations of the Chamber, as well as with the decisions of its management bodies; 5) Keep permanent contact with the Chamber and to inform its Executive body of changes in contact information, such as family name, first name, patronymic details, residential address, and work address, as well as home, office and cell telephone numbers, in addition to addresses, and doing so with 10 calendar days from whenever any of the aforementioned changes take place; 6) A full member is obliged to participate in the Conference personally, or via his/her representatives who should submit documents confirming their authority, as in accordance with the laws of the Republic of Kazakhstan; 6

7 7) Carefully treat any property of the Chamber and undertake measures to ensure its growth. 6. MANAGEMENT BODIES OF THE CHAMBER 6.1. The management bodies of the Chamber are as follows: 1) The Supreme body is the Conference; 2) The Management body is the Board of Directors; 3) The Executive body is the Council; 4) The Supervisory body is the Auditor Conference The Chamber s supreme management body is the Conference The Conference includes all members of the Chamber and is convened at least once every four years. The Chamber s Board of Directors decides on the date, place and a tentative agenda of the Conference A extraordinary Conference can be convened at the initiative of the Chamber s Board of Directors, the Chairperson of the Board of Directors, the Executive body, the Auditor, or at the request of at least one fifth of full members of the Chamber The following issues are under the exclusive control of the Conference: 1) Adoption, changes and amendments to the constituent documents of the Chamber; 2) Voluntary reorganization and liquidation of the Chamber; 3) Defining the competence level, organizational structure, formation procedures and cancellation of authority of the Chamber s management bodies; 4) Defining the procedures and periodicity of submitting financial reports of the executive bodies, as well as procedures for conducting audits by the supervisory body and for the approval of resultant results; 5) Making decisions as to the Chamber s participation in establishing, or operating, other legal entities, as well as its branches and representative offices, within the boundaries established by the legislation The Conference delegates to the Board of Directors of the Chamber its exclusive authority and rights in regard to introducing changes to paragraph 1.4 of the Articles of Association concerning the Chamber s location The order and procedures for convening a regular, or an extraordinary Conference, as well as any electronic voting, are stipulated in the Regulation on Conducting the Conference The Conference becomes legally competent when over fifty percent of full members of the Chamber are present. Any Conference conducted by means of electronic voting is considered legally competent if the preceding quorum participates and, thereby, is referred to as an Electronic Conference. The Conference and the Electronic Conference, hereinafter, are referred to as the Conference. 7

8 The Conference decisions are made by a simple majority of votes, except for a decision on the termination and reorganization of the Chamber, which requires the votes of more than 2/3 of the Conference participants who must constitute more than 2/3 of full members of the Chamber. The Conference decisions on introducing changes and amendments to the Articles of Association are made by the simple majority of votes of full members of the Chamber who are present at the Conference Representatives of the Chamber s associate membership present at the Conference do not affect the quorum and do not participate in voting A full member of the Chamber can delegate his/her vote to a representative who is also a full member of the Chamber. In this case, the representative should present proper documents confirming their authority. This should be documented appropriately in conformity with the laws of the Republic of Kazakhstan. The voting right of a representative is taken into consideration when deciding on the quorum, and in making decisions The Chamber s Board of Directors The Board of Directors is the managing body of the Chamber. The Board of Directors is in charge of general management of the Chamber, except for issues that are solved only at the Conference according to legislation and the current Articles of Association Sessions of the Chamber s Board of Directors are convened either by its Chairperson or, if necessary, at the request of the majority of the Board s members, by the Executive Body (the Council) or by the Auditor. The Board of Directors must meet at least two times a year The Chamber s Board of Directors has the following rights and obligations: 1) It plans events for achieving the aims of the Articles of Association and for implementation of Conference decisions; 2) In case of early termination of the authority of a member of the Board of Directors, the Board of Directors will elect a temporary Board member who will remain in place until the next extraordinary or regular Conference; 3) It approves Regulations of the Chamber s branches and representative offices; 4) It approves the number and structure of the Chamber s committees; 5) It approves the composition of the Executive body (the Board), associated terms of appointment, as well as election and termination of powers, including early election and termination of its members, including that of its Head (who, as Chairperson, is a Chief Executive Officer of a professional accounting organization). It decides on the amount of official salaries and conditions of bonus payments made to members of the Executive body. 6) It approves the Regulation on Committees, and other Regulations, that regulate the Chamber s activity; 7) It approves the Chamber s income and expenditure estimates (the budget) and hears reports of the Executive body on the implementation of activities underlying such estimates. If necessary, it can arrange for an external audit; 8) By way of the Membership Committee recommendations, it terminates, suspends and renews memberships, and can change the membership category of members; 9) It establishes the amount, procedures and terms of membership fees; 8

9 10) It elects, for a period of 4 years, the Auditor and/or appoints an independent auditing company; 11) It can, suspend decisions of the Executive body with regard to internal activity of the Chamber until a decision of the Conference, or a court, is made; 12) It suspends the powers of a member of the Executive body of the Chamber until an appropriate decision of the Conference is made, if a particular member s actions or inaction are harmful to the Chamber, or if decisions of the Conference, the Chamber s Board of Directors, or the Executive body are not implemented; 13) It approves the payroll plan of the Chamber; 14) It approves the accounting policy of the Chamber; 15) It considers and solves other issues beyond the authority of the Conference and the Auditor; 16) It introduces changes to paragraph 1.4 of the Chamber s Articles of Association, doing so in accordance with delegated powers of the Conference, as per Article of the Articles of Association The Chamber s Board of Directors is elected at the Conference for a term of four years and consists of 5 (five) persons. Members of the Board of Directors of the Chamber are prohibited from occupying any position in the Executive and Control bodies of the Chamber during their term. Powers of the Board of Directors member may be terminated early at his/her own initiative or in his/her absence, at his/her initiative within the procedures specified by legislation of the Republic of Kazakhstan and/or the Chamber s Articles of Association. The Board of Directors is entitled to nominate a new member of the Board of Directors to replace the resigned one for the period until the next ordinary or extraordinary Conference. The Board of Directors consists of 3 (three) Directors who are the members of the Chamber, and 2 (two) Independent Directors. An Independent Director of the Board of Directors should be independent from the activity of the Chamber, the Executive body and the state. An Independent Director should not be: 1) A member of the Chamber; 2) A member of another professional accounting organization and/or a member of a professional audit organization of the Republic of Kazakhstan; 3) An affiliated party of the Chamber and other affiliated parties of the Chamber; 4) Have subordination relations with the Chamber s Board of Directors and its Executive body; 5) An auditor and/or the Auditor of the Chamber at any time during three years prior to being elected to the Chamber s Board of Directors. 6) Be on a state service of the Republic of Kazakhstan or a country his/her citizenship The Chairperson of the Chamber s Board of Directors presides at its sessions and, in their absence, one of the other Board members fulfills this role A session of the Chamber s Board of Directors has legal power, if it is attended by more than 50% of the Directors. Sessions are held in a physical space, or by electronic means, in accordance with the Regulation of the Board of Directors The minutes of meetings are kept during every session of the Chamber s Board of Directors. These records are documented and signed within three days after the related meeting took place. A member of the Board of Directors, or another person selected by the Board, can serve as a secretary 9

10 of any session. At the request of any Director, the secretary is obliged to submit an extract from the minutes that is verified by way of a signature of an authorized officer, plus the Chamber s seal Decisions of the Chamber s Board of Directors are made by a simple majority of votes of participants. In case of a split votes, the Chairperson of the Board of Directors has a casting vote to resolve any deadlock The Chamber s Chairperson of the Board of Directors The Chamber s Chairperson of the Board of Directors is a Director who is elected (and can be re-elected) by way of a majority of votes, conducted by open ballot, of all Directors who are the Chamber s members. At any time, the Chamber s Board of Directors is entitled to re-elect its Chairperson from amidst the Board Directors, except for a temporary Director who was elected in place of a Director who has resigned until the next extraordinary or ordinary Conference The Chairperson of the Board of the Chamber organizes the Board s activity, presides at its sessions and fulfills other functions stipulated by the current Articles of Association In the absence of the Chairperson of the Board of Directors of the Chamber, his/her functions are fulfilled by another Director in accordance with a related decision of the Board of Directors The Executive Body (the Council) The Chamber s daily operations are managed by the Executive Body, which is called the Council. The Executive Body is a collegial body. The Executive Body is authorized to make decisions on any issue of the Chamber s activity that are not in the jurisdiction of other bodies and officers of the Chamber according to the legislation and the current Articles of Association Members of the Executive Body can work in other organizations only with the consent of the Chamber s Board of Directors. Functions, rights and obligations of members of the Executive Body are defined by legislation and labor contracts with the Chamber. A labor contract, on the part of the Chamber, is signed by the Chairperson of the Board of Directors, or by another person who is authorized by the Conference, or by the Board of Directors The Executive Body is chaired by the Council Chairperson who is the Chief Executive Officer of a professional accounting organization. The Chief Executive Officer of the professional accounting organization can be elected for a maximum period of only four years and cannot be reelected for a successive second term. The Council Chairperson executes his/her functions on behalf of the Chamber without a proxy The Council Chairperson has rights and obligations, such as: 1) Implementation of decisions of the Conference and the Chamber s Board of Directors; 2) Preparation of draft documents to be considered at sessions of the Chamber s Board of Directors and Conferences; 3) Employment and dismissal of the Chamber s staff; 10

11 4) Issuing instructions and orders, and the right to apply the first signature on financial and other documents; 5) Keeping records of the Chamber s members, and maintaining related correspondence; 6) Coordinates activities of the Chamber s Committees; 7) Approves operational plans of advisory and other working bodies set up in the Chamber and also controls the activity of these bodies; 8) Being in charge of tax payments and other mandatory payments The procedure for convening and conducting a Council session is done in accordance with Regulation of the Chamber s Council, as approved by the Chamber s Board of Directors. Every Council member has one vote, and decisions are made by the simple majority of votes of the participants. The Council is authorized to make a decision with regard to conducting a closed session for Council members only. Directors of the Chamber s Board can participate in Council sessions, including any that are closed The quorum for conducting a Council session is made by the presence of at least half of its members. In case a quorum cannot be made, those members of the Council who are present must inform the Chamber s Board of Directors which, in turn, will elect new Council members The minutes are kept at every Council session. These records are signed within three days after the associated session was conducted. Any one of the Council members, or another person elected by the Council, can serve as the secretary of a Council session. At the request of any Council member, the secretary should submit an extract from the minutes of the Council session that is signed by the authorized officer, and authenticated by the Chamber s seal The Auditor The Auditor oversees the integrity of the financial and business activity of the Chamber The Auditor is elected by the Chamber s Board of Directors for a period of 4 (four) years. The Chamber s Board of Directors can appoint an independent audit company instead of an individual Auditor. The Auditor, or an employee of an audit company, cannot be a member of the Board of Directors, or of the Executive body, and cannot occupy any full-time position in the Chamber The Auditor s authority is as follows: 1) Auditing financial and business activity of the Chamber and its bodies; 2) Inspecting the correctness of usage of funds and other resources of the Chamber Inspections and audits are conducted in case of necessity. But, these must occur at least once a year and, in all cases, are documented in act and/or an audit report Every audit report is tabled at a session of the Chamber s Board of Director, and/or a Conference The Auditor reports to the Chamber s Board of Directors and, if necessary, is ableto convene an extraordinary meeting of the Board of Directors and/or a Conference. 11

12 7. PROPERTY AND FACILITIES OF THE CHAMBER 7.1. The following are the sources of the Chamber s property: 1) Receipt of the Chamber s membership fees; 2) Voluntary property contributions and donations; 3) Receipt (income) from the sale of goods and services in accordance with legislation of the Republic of Kazakhstan; 4) Dividends from shares and bonds, as well as, and other income earning securities and deposits; 5) Property bestowed to the Chamber by its members; 6) Other acquisitions allowed by laws Under current legislation, the Chamber s resources are used to conduct events stipulated by the current Articles of Association, as well as to finance and provide material and technical support to Committees of the Chamber for organizational and business needs, in addition to paying salaries to the Chamber s staff; 7.3. Income of the Chamber is used exclusively in order to achieve the chartered aims of the Chamber. 8. ACCOUNTING AND REPORTING 8.1. The Chamber s accounting and reporting are done in accordance with legal requirements of the Republic of Kazakhstan Information of the Chamber s activity, extracted from its annual financial statements, is published by way of mass media outlets and/or is published on the Chamber s website ( In addition, financial reports are submitted to the depository of the authorized body not later than August 31 of the year following the reporting year. 9. PROCEDURES FOR INTRODUCING CHANGES AND AMENDMENTS TO THE CHAMBER S ARTICLES OF ASSOCIATION 9.1. Changes and amendments to the current Articles of Association can be introduced and approved by the Conference, which is convened and makes an appropriate decisions according to procedures stipulated in Chapter 6 of the current Articles of Association Changes to paragraph 1.4 of the Articles of Association, as to the Chamber s location, can also be made by the Chamber s Board of Directors Every member of the Chamber can make suggestions as to changes and amendments of the Articles of Association. Suggestions should be submitted in writing to the Chamber s Executive body The issue of a change, or an amendment, to the Article of Association is brought to the Conference by the Chamber s Board of Directors. 12

13 9.5. The voting regime related to any proposed changes or amendments is decided by the Conference All approved changes and amendments should be registered according to legislation of the Republic of Kazakhstan. 10. PROCEDURES FOR REORGANIZATION AND LIQUIDATION OF THE CHAMBER Reorganization or liquidation of the Chamber occurs in accordance with any related decision of the Conference, or a court in per cases stipulated by legislation of the Republic of Kazakhstan The Chamber s Board of Directors and full members, representing at least 1/5 of its membership, are able to add reorganization or liquidation to the agenda of a Conference The issue of the Chamber s liquidation or reorganization can be included for consideration of the Conference by the Board of Directors Any reorganization and liquidation of the Chamber is done in accordance with the Civil Code of the Republic of Kazakhstan In case of reorganization of the Chamber, all of its property and remaining facilities, as well as rights and obligations, are transferred, whenever possible, to its legal successor In case of liquidation of the Chamber, the remaining property and money are directed for the purposes stipulated by the current Articles of Association The Chamber will cease to exist from the day when it is excluded from the state register of legal entities All the other issues unsolved by the current Articles of Association are dealt with under current legislation of the Republic of Kazakhstan. 11. PROCEDURE FOR PROPERTY USAGE IN THE EVENT OF CHAMBER LIQUIDATION In the event of liquidation of the Chamber, all property that remains after satisfying the demands of the creditors should be used for the pursuit of aims stipulated in the constituent documents if is not required otherwise by legislation If the Chamber enjoyed tax and other kinds of incentives or benefits, and existed on the fees of its members and/or founders, as well as income from its activity, public donations, and that received government and non-government grants, then any property left after settlements with creditors cannot be redistributed among members, founder, officers or employees of the Chamber. It should be used in accordance with the Articles of Association for its aims. 13

14 If the Articles of Association do not include such a procedure then, according to the authority that made the decision with regard to liquidation, any remaining property should be transferred to a noncommercial company pursuing the same, or similar, business purposes as that of the liquidated Chamber. 12. INFORMATION ON BRANCHES AND REPRESENTATIVE OFFICES OF THE CHAMBER The Chamber can open branches and representative offices in the territory of the Republic of Kazakhstan in accordance with legislation of the Republic of Kazakhstan. A branch is a separate division of the Chamber, situated outside its location and executing all or part of its functions, including functions of a representative office. A representative office is a separate division of the Chamber, situated outside its location, protecting and representing the interests of noncommercial organizations, making deals and other legal transaction on its behalf. Branches and representative offices of the Chamber are not separate legal entities. They are established, and operate, in accordance with legislation of the Republic of Kazakhstan, and on the basis of special Regulation approved by the Chamber s Board of Directors Branches and/or representative offices of the Chamber will be established, opened and operate in the following cities and regions of the Republic of Kazakhstan: 1) The City of Astana; 2) The Akmolinskaya region; 3) The Aktyubinskaya region; 4) The Almatinskaya region; 5) The Atyrauskaya region; 6) The East-Kazakhstan region; 7) The Zhambylskaya region; 8) The West-Kazakhstan region; 9) The Karagandinskaya region; 10) The Kostanaiskaya region; 11) The Kyzylordinskaya region; 12) The Mangystauskaya region; 13) The Pavlodarskaya region; 14) The North-Kazakhstan region; 15) The South-Kazakhstan region. Chairperson The Chamber of Professional Accountants of the Republic of Kazakhstan A.Kh. Valiyeva 14

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