American Russian Law Institute
A not-for-profit tax exempt public policy research and advisory organization
Russian Law, Russian Business, Russian Politics, Vladimir Putin, CNN, New York Times




a not-for-profit organization


1.01 The name of this non-profit Delaware corporation is American Russian Law Institute, Inc. (hereinafter referred to as “The Institute”)

1.02 The address of the registered office of this corporation is: c/o XL Corporate Services, Inc., 15 East North Street, County of Kent, Dover, DE 19901.

1.03 The principal place of business of the Institute is 250 West 57 Street, Suite 916, New York, New York 10107, or such other place that the Board of Directors may determine in the future, based upon the Institute’s needs.


2.01 The Institute is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal law. The Institute shall not be operated for profit, and no part of the assets or net earnings of the Institute shall inure to the benefit of, or be distributed to its members, trustees, directors, or any private individual, except that the corporation shall be authorized and empowered to pay a reasonable compensation for services rendered and to make payments and distributions in furtherance of the Corporations Sec. 501(c)(3) purposes.

2.02 The Institute shall engage in activity (including academic research, education and reporting newsworthy events) aimed at fostering better understanding and cooperation between legal communities of the United States and Russia. The Institute shall assist in providing US lawyers, legal scholars and political and business leaders direct access to Russian legislation and better understanding of the modern legal realities in the Russian Federation. The Institute will promote the clarification and simplification of the law in the Russian Federation and its better adaptation to social needs, to secure the better administration of justice, and to encourage and carry on scholarly and scientific legal work.

2.03 No part of the activities of the Institute shall be carrying on propaganda, or otherwise attempting to influence legislation other than through making available the results of nonpartisan analysis, study, or research. But the Institute may assist Russian academic legal community, legislators and regulators in drafting the legislation and administrative rules that are consistent with the policies of the US Government and international public institutions, such as the International Monetary Fund (IMF), the World Bank and European Bank for Reconstruction and Development and are aimed at expediting the integration of Russia into world legal and financial systems.

2.04 The Institute shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office.

2.05 Notwithstanding any other provision of these Bylaws, The Institute, or its members, officers, employees, members of the Board of Directors or representative shall not advise, assist in drafting or encourage passage of any law or regulation in Russia or anywhere else for any private commercial or political gain or that is in any way inconsistent with the stated policies of the US Government.


3.01 The membership shall be comprised of legal professionals of the US and Russia and such other interested persons and entities who apply for the membership and are accepted by vote of the Board of Directors.

3.02 The membership is to be composed primarily of elected members, the number of whom the Board of Directors may fix from time to time with the approval of the membership. The Board of Directors may establish the qualifications and privileges of additional classes of membership in accordance with qualifications and procedures it prescribes, subject to these Bylaws.

3.03 The Board of Directors may provide for terminating membership or reclassifying members who fail to participate in the work of the Institute during three consecutive years, or who have defaulted on their dues, or for any other good cause as determined by the Board of Directors.

3.04 The standing Committee on Membership shall consists of at least three members of the Board of Directors who are appointed annually by the President. The Board of Directors prescribes this Committee’s duties and authority.

3.05 To become an elected member, a person must apply in writing and recommended by the Committee on Membership. The Board of Directors may impose additional membership requirements.

3.06 It is the policy of the Institute that no person shall be discriminated against, excluded from participation, or denied benefits, on the basis of race, color, religion, national origin or ancestry, age, sex, sexual preference, marital status or handicap.

4.00 DUES

4.01 Membership dues and fees shall be recommended by the Board of Directors and shall be approved by the general membership at the annual meeting. Any change in the dues structure requires approval by the membership.


5.01 The Board of Directors manages the affairs of the Institute, including the investment and disposition of its funds and other property. The Board of Directors is authorized to make rules not inconsistent with the Bylaws.

5.02 Without limitation upon the generality of that authority, the Board of Directors has the power:

To determine projects, programs, and activities to be undertaken by the Institute, either alone or jointly with other organizations, including government agencies;

To accept gifts, grants, and contributions with or without condition;

To sell, lease, or otherwise dispose of any Institute property, to invest its property in real estate, stocks, bonds, loans, or other securities, as it considers advisable, and to employ agents and advisers and appoint trustees or others to manage or give advice on the Institute’s investments;

To provide that securities and other property of the Institute be registered or held in the name of agents, trustees, or nominees;

To deposit funds in one or more banks;

To make contracts and commitments and to establish insurance, pension, deferred- compensation, and other benefit plans;

To appoint agents, employ professional and other personnel, and prescribe their duties and authority; and, 

To disburse Institute funds.

5.03 The members of the Board of Directors are elected from the Institute’s membership by the members at annual meetings. The Board of Directors consists of at least three (3). members. The term of each Board of Directors member is one (1) year.

5.04 The Board of Directors may, from time to time, increase the number of Board of Directors members above by any number up to the number of members who have reached 70 years of age. The Board of Directors determines the existing classes to which these additional members are to be assigned.

5.05 The Board of Directors may temporarily fill a vacancy in its membership until the next annual meeting, when the Institute members may fill the vacancy for the unexpired term.

5.06 No member of the Board of Directors may receive any compensation from the Institute. However the Executive Board may, at its sole discretion opt to reimburse any director for reasonable out of pocket expenses incurred on behalf of the Corporation in furtherance of its stated objectives and purposes. Members of the Executive Board and Officers, employed by The Institute at least 30 hours a week will receive reasonable compensation for their services, approved by the Board of Directors and the Executive Board, provided that the Corporation is financially able to afford this compensation.

5.07 The Board of Directors may create an Executive Committee of Board of Directors members and provide it with designated Board of Directors authority and powers, except as to matters that these Bylaws require to be approved by a majority of the Board of Directors.

5.08 The Board of Directors may appoint or authorize the appointment of other committees and prescribe their duties and authority. The President may designate Board of Directors members to attend a meeting of the Executive Committee, and may designate Institute members to attend meetings of other committees in place of regular committee members who are unable to attend.

5.09 The Board of Directors meets at least once a year.

5.10 Two-thirds of the Board of Directors members eligible to vote constitutes a quorum for a Board of Directors meeting, but one-third need not be present at all times. A majority vote on any question at a duly organized meeting, except when the Bylaws require action by a majority of the Board of Directors, is effective as the Board of Directors’s action.

5.11 Any action that may be taken by the Board of Directors or any committee at a meeting may be taken without a meeting by approval of a majority of the Board of Directors or of the committee voting in written or electronic form. But the Institute’s real property must not be leased, mortgaged, or sold unless authorized by a majority of the Board of Directors at a meeting called for the purpose.

6.12 The Board of Directors may establish procedures for carrying out the provisions of this Bylaw and has final authority to interpret and apply it.


6.01 The Institute’s officers are a president, one or more vice-presidents as the Board of Directors determines, Executive Director, a secretary, a treasurer, the chair of the Board of Directors (if one has been appointed), and any other officers that the Board of Directors designates. Officers so designated shall constitute the Executive Board of Directors and each officer shall serve as a member of the Executive Board of Directors. Any two or more offices may be held by the same person, except that the president must not also serve as the secretary. The Board of Directors elects all officers for fixed terms; they serve, with authority and duties prescribed by the Board of Directors, until their successors are qualified.


7.01 Publication of any work as representing the Institute’s position requires authorization by the membership and approval by the Board of Directors. Use of the name of the Institute in connection with other publications may be authorized by the Board of Directors without specific approval of their contents by the membership or the Board of Directors.


8.01 Notwithstanding any other provision of these Bylaws, no members, officer, employee, members of the Board of Directors or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170 (c) (3) of such Code and Regulations as they now exist or as they may be hereafter be amended.

Adopted on March 16, 2001



Congressional testimony of Emanuel Zeltser (Sep. 11, 2000 hearing hearing on the Bank of New York Russian Organized Crime and Money Laundering Matters 



of the



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The first official English language reference source of Russian commercial laws. Compiled, translated and codified by the staff of American Russian Law Institute: Emanuel E. Zeltser, Esq., Anna Reid, LL.M., LL.D., and Alexander Fishkin, LL.D.  together with the Academy of  the Ministry of Justice of Russia, and  the Law School of the University of Pittsburgh







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