Arbitration Initiative Georgia

Charter

 

Article 1. General Provisions

1.1 Non-entrepreneurial (non-commercial) legal entity Arbitration Initiative Georgia (the Organization) is the non-entrepreneurial (non-commercial) legal entity registered and existing under the laws of Georgia.

1.2 The Organization’s title is: Arbitration Initiative Georgia. 

1.3 Legal address of Organization is: 13 Tamarashvili Str., Aprt. #46, Tbilisi, Georgia.

Electronic address of the Organization is: info@arbitration.ge

1.4 The Organization obtains all rights and duties of a legal person upon its registration in the Non-Entrepreneurial Registry. As a legal person, the Organization shall have its own property, settlement account, currency and other accounts in Georgia and abroad.

1.5 Fiscal year of the Organization coincides with the calendar year and constitutes twelve (12) months.

1.6 The Organization conducts its activities in accordance with the Constitution of Georgia, the Civil Code of Georgia, other applicable Georgian legislation and rules set forth in the Charter on the territory of Georgia as well as outside of its borders.

1.7 The Organization is created for the indefinite term.

1.8 The Organization complies with its accounting and statistical reporting obligations as required by the applicable legislation. The Organization is responsible for authenticity of provided documents.

1.9 The Organization is entitled to unite with any Georgian and international public (non-governmental) associations and organizations and to maintain direct relations with such entities.

1.10 The Organization shall be the owner of the property transferred by the Founders.

 

Article 2. Scope of Activities

2.1 The main goal of the Organization is to popularize arbitration and other forms of alternative dispute resolution in Georgia  and to advance knowledge and support improvement of legal and practical framework in this field. Based on the goal, the Organization strives to implement the following objectives:

a) Creation of opportunities for law students and students from the related fields to acquire theoretical and practical knowledge in the field of arbitration and other means of alternative dispute resolution;

b) Facilitation of students and alumni in professional development, career orientation and integration in professional groups.

c) Creation of opportunities for practicing lawyers and judges to acquire and enhance the knowledge in arbitration and other forms of alternative dispute resolution, and raising their awareness as to the current trends in this field;

d) Preparation and advocacy of legislative initiatives with respect of arbitration and other means of alternative dispute resolution;

2.2. In order to attain the mentioned objectives, the Organization shall:

a) Organize national and international educational activities;

b) Facilitate students’ preparation and participation in different contests, conferences and moot court competitions conducted in the field of arbitration and alternative dispute resolution generally.

c) Carry out translation, research, scientific and publishing activities;

d) Work out/prepare projects and programs and ensure their implementation;

e) Participate in the projects and programs of its interest;

f) Attract, acquire and dispose resources for implementation of its objectives;

g) Organize social and cultural events to increase awareness, integration, exchange of opinions and enhance networking between the professionals working in the fields of legal education, practice and scholarship. 

h) Carry out any other activities not prohibited under the Georgian legislation.

2.3 Organization may carry out any other activities and operations not prohibited by the Georgian legislation, provided that the activities and operations are directly or indirectly connected with the main activities of the Organization or promote achievement the goals of the Organization.

2.4 The Organization may use contributions of the Founders, grants and donations received from any legal sources to finance abovementioned activities.

2.5 Organization is entitled to accept any kind of voluntary contribution, such as tangible assets, intellectual or other offerings, which will be offered without compensation.

2.6 In order to achieve its goals, the Organization is authorized to undertake supportive entrepreneurial activities, establish enterprises provided that the profit generated from such activities are spent for attainment of the Organizational goals only.

 

Article 3. Meeting of the Founders

3.1  The supreme managing body of the Organization is the meeting of the founders. 

3.2. The meeting of the founders takes place once in every six months. The meeting of the founders shall be called by the Director by means of at least 5 (five) day prior notification to the founders.

3.3. At least two of the founders or the director of the Organization is authorized to convene extraordinary meeting of the founders based on at least 5 (five) business days prior notification to other founders.

3.4. The notification sent to the Founders as to the call for the meeting shall include details about the venue, date, time and proposed agenda for the meeting. If the agenda envisions amendment of the Charter, respective amendment draft should also be attached to the notification.

3.5. The meeting of the founders is authorized if simple majority of the founders are present.

3.6. Meeting of the Founders selects the Chairperson responsible for guiding the process of the meeting. Secretary of the meeting shall also be nominated.

3.7. Unless otherwise provided by the Charter or by the applicable law, Meeting of the Founders shall decide with simple majority of the Founders presented at the meeting.

3.8. Minutes of the meeting of the Founders including details of continuation of the meeting and decided matters shall be executed and signed by the Chairperson of the meeting. The minutes may also be signed by several or all present members of the meeting.

3.9. Only the Meeting of the Founders is authorized to decide upon the following issues:

a) Appointment and dismissal of the Director;

b) Appointment and resignation of the members of the Supervisory Board.

c) Approval of Organization’s Charter, and of changes or amendments to it;

d) Liquidation of the Organization; 

e) Hearing financial and other reports of the Director and the Supervisory Board; approval of annual results.

 

Article 4. Supervisory Board

4.1 Supervisory Board is responsible for control and supervision of the activities of the Director.

4.2 Supervisory Board member can be any person having full legal capacity whether the person is a member of the Organization or not.

4.3. Supervisory Board is composed of 3 to 9 members appointed by the Meeting of the Founders for the term of four (4) years subject to unlimited occasions of renewal of the term by virtue of the decision of the Founders. 

4.4. The Supervisory Board is managed by the Chairperson of the Board elected on the first meeting of the Board by the members with simple majority of votes. Appointment of the Chairperson is for two years term with the possibility of unlimited occasions of renewal. 

4.5. The Supervisory Board meets at least on a quarterly basis. Meeting of the Board may take place at any place, inside or outside of Georgia, and by any means of communication, including but not limited to electronic exchange of opinions.  

4.6. Supervisory Board is authorized if simple majority of members is present. Decisions of the Board are adopted by simple majority of votes of total number of members. Decisions of the Board shall be recorded in the minutes of the meeting subject of the signature of the Chair. If Supervisory Board convenes meeting through electronic means of communication, email confirmations exchanged by all present members as to the decisions made through deliberation process shall suffice.

4.7. Meeting of the Board is called by the Chair of the Board based on the five days prior written notice to the Board members. The notification shall include details as to the date, time and venue (physical or virtual) of the meeting.

4.8. No member of the Board shall have right to vote on the matter subject of personal interest of the member.

4.9. Members of the Supervisory Board are obliged to:

4.9.1. Regularly attend and participate in the meetings of the Board;

4.9.2. Keep confidentiality of deliberations at the meeting of the Board;

4.10. Supervisory Board is authorized to:

4.10.1. Supervise and control general activities of the Director or any other employee or member of the Organization;

4.10.2. Plan, elaborate, adopt and control implementation of strategic plan or any policy document, including but not limited to the code of conduct, membership policy, etc;

4.10.3. Approve managerial decisions out of day-to-day operation of the Organization;

4.10.4. Be reported by the Director or any other employee/member of the Organization as to the current activities, projects, programs implemented by the Organization or as to any other information it deems necessary;

4.10.5. Decide on admission of new members into the Organization and their exclusion (if necessary) according to the Membership Policy adopted by the Board;

4.10.6. Approve management reports, financial reports and any other document prepared by the management of the Organization and is of a reporting nature.

4.11 Any transaction, program, project or activity undertaken by the Organization the value of which exceeds GEL 2,000 require mandatory consent of the Supervisory Board.

 

Article 5. Director

5.1 The Organization shall be managed by the Director;

5.2 The Director is authorized to:

5.2.1 Represent Organization before the third parties;

5.2.2 Carry out the management of Organization;

5.2.3 Within the granted scope of authority manage and dispose the property owned by Organization.

5.3  Director is entitled to:

5.3.1 Establish branches of the Organization based on the prior consent of the Supervisory Board;

5.3.2 Establish and manage legal entities based on the prior consent of the Supervisory Board;

5.3.3 Appoint and resign staff members;

5.3.4  Enter into any agreement on behalf of Organization;

5.3.5  Represent interests of the Organization before the courts, arbitration and any other third parties and institutions;

5.3.6  Carry out day-to-day activities of the Organization.

 

Article 6. Liquidation

6.1 Liquidation of Organization shall take place:

6.1.1 If the goals determined in the Charter become unreachable;

6.1.2 In case, the Organization mainly shifted to entrepreneurial activity;

6.1.3 By decision of the Founder;

6.1.4 In other cases determined by the law. 

6.2 Liquidation of the Organization shall be performed by the Director. In special cases, liquidation is carried out by liquidators appointed by the court according to the procedure determined by the law.

6.3 During the liquidation process, all current operations shall be completed, possible claims shall be identified, the remaining property shall be reflected in cash form and creditors shall be satisfied. The remaining property shall be used as defined by the legislation of Georgia;

6.4 Decision on liquidation shall be registered according to the requirements of Georgian law.

 

Article 7. Final Provisions

7.1 Accounts and financial reports shall be kept in accordance with the applicable legislation of Georgia.

7.2 Any changes to the present Charter may be made only based on decision of the Meeting of the Founders.

7.3 If any of the provisions of the present Charter become invalid, this will not affect validity of the Charter. Applicable rule, which simplifies attainment of the Organization objectives, shall be used instead of the invalid provision.

7.4 The present Charter enters into force upon its registration in the Registry of Non-Entrepreneurial legal entities.