Charter

 Non-Profit (Non-Commercial) Legal Person 

The Georgian Democracy Initiative 

Charter  

2012


Contents

 

Article 1: General Provisions 

Article 2: The Goal and Objectives of the Activity of the GDI  

Article 3: The Form of Activity of the GDI 

Article 4: Membership of the GDI, the Rights and Obligations of the Founding Member(s) 

Article 5: The Founders’ Conference of the GDI  

Article 6: The Governing Board of the GDI 

Article 7: Direction and Representation 

Article 8: The Property of the GDI 

Article 9: Liquidation and Reorganization 

Article 10: Final Provisions  

 

Article 1: General Provisions

1.1.            The name of the non-profit (non-commercial) legal person in Georgian: „საქართველოს დემოკრატიული ინიციატივა“.

1.2.            The name of the non-profit (non-commercial) legal person in English: “The Georgian Democracy Initiative” (GDI).

1.3.            The Georgian Democracy Initiative (hereinafter referred to as the GDI) is a non-profit (non-commercial) legal person that operates in accordance with the Constitution of Georgia, the Georgian legislation, international norms, and the present Charter.

1.4.            The organizational and legal form of the GDI is the non-profit (non-commercial) legal person.

1.5.            The GDI shall exist for an indefinite term.

1.6.            The legal address of the GDI is Apartment 26, Building 12, Micro Region 4 of Shalva Nutsubidze Slope, Tbilisi, Georgia.

1.7.            The official website of the GDI is www.gdi.ge, while its official e-mail is contact@gdi.ge.

1.8.            Proceeding from its goals, the GDI shall operate on the entire territory of Georgia, as well as abroad.     

1.9.            The GDI has its own property, as well as its own bank accounts in banking institutions both in the national and foreign currencies. The GDI shall be authorized to acquire property rights and personal non-property rights; conclude agreements; establish branches both in Georgia and abroad in accordance with law; own, use, and dispose of its assets; take part in economic activity in accordance with the Georgian legislation and the goals of the organization; and be a plaintiff or a defendant in an arbitration court and a court at any stage of the proceedings.

1.10.        The GDI shall be independent of the condition of its founding member(s) and the person(s) authorized to represent it. The GDI’s liability shall be limited to its property. The founding members, as well as the person(s) authorized to direct and represent it, shall not be liable for the GDI’s obligations. At the same time, the GDI shall not be liable for the personal obligations of its members, as well as for those of the person(s) authorized to direct and represent it.

 

Article 2: The Goal and Objectives of the Activity of the GDI

2.1 The goal of the GDI is to contribute to the process of Georgia’s democratic development and its integration with the Euro-Atlantic space, to protect human rights and freedoms in Georgia. 

2.2  In order to achieve the aforementioned goal, the GDI aims at accomplishing the following objectives:

a) Promote human rights and exercise supervision on their protection;

b) Encourage an inclusive society and a tolerant environment;

c) Strengthen democratic governance and the rule of law;

d) Contribute to the accountability and transparency of public institutions.

 

Article 3: The Form of Activity of the Non-Profit (Non-Commercial) Legal Person

3.1. The GDI shall carry out any activity that is not prohibited by law. 

3.2. The GDI shall be authorized to carry out an auxiliary economic activity the profits from which must be used for the achievement of the goals of the non-profit (non-commercial) legal person. It shall be impermissible to distribute the profits derived from such an activity among the founding members and donors of the GDI, as well as among the persons authorized to direct and represent it.   

 

Article 4: Membership in the Non-Profit (Non-Commercial) Legal Person, the Rights and Obligations of the Founders

4.1. The founders of the GDI are:  

a) Giorgi Tugushi

b) Ketevan Tskhomelidze

c) Giorgi Vashakidze

e) Giorgi Mshvenieradze 

4.2. The status of a founder of the GDI shall not be transferred to other persons nor shall it be transferred by inheritance. The founders shall have equal rights.  

4.3.  The authorities of a founder shall be terminated:

a) on the basis of his/her written statement;

b) in the case of his/her death;

c) if the court finds him/her legally incapable;

d) if he/she violates the present Charter and the applicable legislation and if there exist other important grounds, with a decision of the Founders’ Conference;   

e) in other cases determined by the legislation.

4.4. The founders of the GDI may be expelled from the organization by the Founders’ Conference in the case of violation of the obligations envisaged in the present Charter or if there exist other important grounds, with a decision of the majority of those attending.

4.5. A founder of the GDI shall be authorized to:

a) be a member of the Governing Board;

b) take part in the programs of the GDI in accordance with his/her qualifications and abilities;

c) use the information and material and technical means under the ownership of the GDI while accomplishing the goals envisaged in the present Charter;  

d) receive all types of information from persons and bodies governing the GDI about the activities of the organization;  

e) take part in the activities of the GDI (including the activities of the Founders’ Conference).

4.6. A founder of the GDI shall be obliged to:

a) maintain the honor and authority of the GDI and do his/her work in good faith;    

b) observe the requirements established by the legislation and the present Charter;

c) refrain from disclosing confidenial information about the activities of the GDI.

 

Article 5: The Founders’ Conference of the GDI  

5.1. The supreme governing body of the GDI is the Founders’ Conference which is convened by the Governing Board. The Founders’ Conference shall be held when necessary, but no less than once a year.  

5.2. The Founders’ Conference shall be authorized to make a decision if it is attended by at least the majority of the founders. The conference shall make decisions with the majority of the votes of those attending unless provided otherwise by the present Charter or the legislation. Each founder has one vote.  

5.3. The Founders’ Conference of the GDI shall be convened by the Governing Board:

a) on its own initiative;

b) at the request of the Head of the Governing Board, the Director, or half of the members of the Founders’ Conference no later than one month after such a request is submitted.

5.4. A notification to other founders about convening the Founders’ Conference may be:

a) sent by insured mail;  

b) hand-delivered to the addressee;

c) sent by e-mail.  

5.5. A notification about convening the Founders’ Conference shall be sent at least ten calendar days before the meeting. The notification should indicate the date, time, place, and agenda of the conference.

5.6. The Founders’ Conference shall be authorized to make a decision if it is attended by more than half of the founders. A founder shall have the right to take part in the activities of the conference through a representative.    

5.7. If the conference is not authorized to make a decision, the Governing Board shall convene another conference within the same terms and with the same procedure which shall be authorized to make a decision regardless of the number of those attending.  

5.8. The work of the conference shall be conducted by the Chairperson of the Conference who shall be elected by the founders who attend the meeting.  

5.9. Decisions of the conference shall be signed by the Chairperson of the Conference.

5.10. The Founders’ Conference shall:

a) with the consent of two-thirds of those attending:  

a.a) adopt the charter and make changes to it (except a change in the composition of the founders, for which a simple majority of those attending is enough);  

a.b) on the basis of a proposal of the Governing Board, make a decision on the liquidation or reorganization of the GDI;  

b) with the votes of the majority of those attending:   

b.a) make a decision on the expulsion of a founder from the GDI;

b.b) make decisions on other issues envisaged in the Charter;

c) elect the elective members of the Governing Board.        

 

Article 6: The Governing Board of the GDI

6.1. The governing body of the GDI is the Governing Board which consists of no more than nine members.

6.2. The members of the Governing Board shall be the founders, as well as members elected by the Founders’ Conference. The elective members of the Governing Board shall be elected for a two-year term. It is also possible to elect a person not attending the Founders’ Conference if he/she has given an advance written consent to his/her election as a member of the Governing Board.   

6.3. At the very first meeting of the Governing Board, which shall be chaired by its most senior member, the Governing Board shall elect the Chairperson of the Governing Board from its members for a two-year term. The election shall be held by secret ballot. The candidate for the position of the Chairperson shall be considered elected if he/she receives the majority of the votes, but no fewer than three votes. All members of the Governing Board have the right to nominate a candidate for the position of the Chairperson. 

6.4. The Chairperson of the Governing Board shall:

a) ensure that meetings of the Governing Board are convened and held;

b) develop the agenda of meetings of the Governing Board;

c) chair the meetings of the Governing Board;

d) draw up protocols of meetings of the Governing Board;

e) sign the decisions made on behalf of the Governing Board;

f) represent the organization in dealings with third persons;  

g) exercise the Director’s authorities in his/her absence;

h) fulfill other functions imposed on him/her by the Charter.

6.5. Meetings of the Governing Board shall be held at least four times a year. Invitations to the meetings shall be sent no later than five days in advance and shall include the agenda.

6.6. The Governing Board shall be authorized to make a decision if its meeting is attended by at least half of the members. Decisions shall be made with a majority vote of those attending, unless provided otherwise in the Charter.   

6.7. If a meeting of the Governing Board is not authorized to make a decision, the Chairperson of the Governing Board may convene a new meeting by sending notifications three days in advance. In such a case, the Governing Board will be authorized to make a decision if more than one-third of the members attend the meeting. 

6.8. A special meeting of the Governing Board shall be convened at the request of the Director, the Chairperson of the Governing Board, or no fewer than two members of the Governing Board. Members of the Governing Board must be notified of the date and agenda of the special meeting immediately.  

6.9. Members of the Governing Board should attend the meetings in person or through a representative. If a member cannot attend a meeting, he/she may express his/her opinion about the issues in the agenda and vote by means of electronic communication (e-mail, fax, etc.), about which he/she should notify the Chairperson in writing before the meeting. A meeting of the Governing Board may be conducted by means of electronic communication (video transmission, Skype, chat, e-mail, etc.) only in those cases if all the participants of the meeting express their advance consent to holding the meeting with the aforementioned procedure.   

6.10. The Governing Board shall:

a) elect the Chairperson of the Governing Board from its members by secret ballot; 

b) convene the Founders’ Conference; ensure that information about the date and agenda of the conference is notified to the founders two weeks in advance and that the conference is held;

c) develop draft changes and amendments to the Charter of the GDI to be submitted to the Founders’ Conference and ensure that the founders have access to the draft two month before the conference;  

d) select the Director of the GDI and conclude a contract with him/her;

e)  ensure that the salary fund and the staff list of the GDI are approved;

f) receive written complaints from employees of the GDI, review them, and make decisions on them;

g) ensure that members of the Governing Board have access to all the operations, means, and documents of the GDI

h) ensure that confidential information about the GDI’s activities is kept secret;   

i) determine the Director’s functions and area of authority; exercise supervision and control on his/her activities;    

j) have the authority to demand a report from the Director at any time;

k) review and approve the policy, strategy, strategic development plan, and directions of the activity of the GDI;  

l) check the GDI’s account books, records, and financial reports either itself or through an independent expert;

m) review and approve the report on the activities of the GDI, as well as the financial reports, prepared by the Director;

n) approve the Internal Rules and other documents of the GDI regulating the internal control and procedural issues;    

  • o) make decisions on other issues which, in accordance with the present Charter, do not belong to the competence of the Founders’ Conference and the Director. 

6.11. The authorities of a member of the Governing Board shall be terminated:

a) with a decision of the Governing Board;

b) on the basis of his/her written statement;  

c) in the case of his/her death;

d) if the court finds him/her legally incapable;

e) in other cases determined by the legislation and the present Charter. 

 

Article 7: Direction and Representation

7.1. The Director shall be responsible for directing and representing the GDI within the limits of the authorities granted by the Governing Board. The Director shall act on behalf of the organization and represent it in dealings with third persons. In the absence of the Director, his/her authorities shall be exercised by the Chairperson of the Governing Board.

7.2. The Governing Board shall select the Director and conclude a contract with him/her for a period of one year.   

7.3.The Director of the GDI shall:

a) act on behalf of the GDI and represent it in dealings with third persons;

b) draw up annual reports about the activities of the GDI, as well as annual audited financial reports, within three months after the end of the economic year and submit them to the Governing Board for consideration;  

c) draw up semi-annual reports about the work done and submit them to the Governing Board within 45 calendar days after the end of the corresponding period;

d) draw up quarterly financial reports and submit them to the Governing Board for approval within 20 calendar days after the end of the corresponding quarter;

e) prepare the annual draft budget for the coming year and submit it to the Governing Board for consideration within the terms set by the Governing Board;   

f) dispose of funds and material resources, be responsible for their correct use, and sign the corresponding official documents with the procedure established by the Governing Board;  

g) conclude agreements on behalf of the GDI;

h) appoint and dismiss project coordinators in agreement with the Chairperson of the Governing Board;  

i) appoint and dismiss employees of the GDI in agreement with the Chairperson of the Governing Board;  

j) if necessary, submit detailed information about the activities of the organization to the Governing Board and/or the Founders’ Conference;

k) be responsible for ensuring the obligatory registration and for payment of the taxes and fees established by competent bodies; 

l) be obliged to conduct the GDI’s activity with due diligence and in good faith,  on the basis of the applicable legislation and the present Charter. If he/she fails to fulfill his/her obligation, he/she shall be obliged to compensate for the damage done to the organization by such action or inaction in accordance with the applicable legislation. 

7.4. The Director of the GDI shall have the right to attend the Founders’ Conference, meetings of the Governing Board, and, as the Director, take part in the decision-making process with a deliberative vote.     

Article 8: The Property of the GDI

8.1. The GDI may have different movable and immovable property under its ownership in accordance with the Georgian legislation.

8.2. The sources of the property and funds of the GDI are as follows: contributions of the founding member(s); donations of physical and legal persons; grants and other types of lawful income which is obtained by the organization to help it achieve its objectives.    

8.3. It shall be impermissible to distribute the property of the GDI among the founders, members of the Governing Board, or sponsors, as well as to use the organization’s resources unlawfully. 

8.4. The property of the GDI may only be used for the achievement of the goals envisaged in its Charter.    

 

Article 9: Liquidation and Reorganization

9.1. It shall be possible to liquidate or reorganize the GDI with a decision of the Founders’ Conference or with the procedure prescribed by law.    

9.2. The property of the liquidated GDI must be expressed in monetary value, and creditors must be satisfied. The remaining property shall be transferred to another non-profit legal person with similar goals on the basis of a decision of the Governing Board.  

9.3. Information about the liquidation should be published.

 

Article 10: Final Provisions 

10.1. Changes and amendments to the Charter shall be made in accordance with the present Charter and the Georgian legislation.

10.2. Recognition of a norm of the present Charter as invalidated (null) shall not affect the validity of the entire Charter.