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Charter
CHARTER
I. General provisions
1.1. Azerbaijan Law Reform Centre NGO is self-governed, independent, private non-profit organization. The Center implements its activity under requirements of international instruments, Azerbaijan Republic Constitution, Azerbaijan Republic Law of Non-governmental organizations (Public Associations and funds) and this Charter.
1.2. The Center implements its activity by continuous grounds and concerns its activity to all territory of Azerbaijan Republic.
1.3. The Center may obtain property, separate balance, currency in bank institutions and account in manats, property and other non-property rights on behalf of its name as legal entity and act as a claimant or a respondent in the court by carrying duties only after being registered in state bodies in the order established by Legislation.
1.4. The Center has its own round seal, emblem, triangle seal, forms and other necessary bank details (requisites) in Azerbaijani and English languages.
1.5. The Center’s legal name:
In Azerbaijani: “Azərbaycan Hüquq İslahatları Mərkəzi” İctimai Birliyi
In English: “Azerbaijan Law Reforms Center” Public Association
1.6. The center is responsible for its duties by property and monetary means belong to it.
1.7. The Center may open branches and representative Offices even abroad and act as a founder of independent economy subjects in the capacity of legal entity and be member in existing organizations, including in international organizations.
II. Activity purposes and activity principles of the Center
2.1. The Main purpose of the Center is to advocate law reforms in the country and abroad carried out within the country, learn practice on different fields of law and conduct analyses in this field, increase rationality of fair trial, support implementation of court-law reforms and fair trial as well as form legal state, develop and realize programs, projects targeted for strengthening of legality and law procedures.
2.2. The Center’s activity is based on principles of consideration and objectivity of independency, collective nature, publicity, public opinion.
2.3. The main directions of the Center’s activity includes the following:
2.3.1. To support the most intensification of reforms in law field;
2.3.2. To cooperate with Mass Media, local executive and self-governing bodies, state structures, international organizations, political parties, Funds, NGO’s, local and foreign high and secondary profession schools as well as other organizations not prohibited by legislation in the direction of the Center’s activity by achieving intensification of international law cooperation.
2.3.3. To help to promotion of scientific knowledge of lawyers;
2.3.4. To publish scientific – field editions and found its press bodies as provided by legislation;
2.3.5. To act in direction of implementation of works for participation in work of holding of scientific conferences, symposiums, seminars as well as similar measurements held abroad within law education.
2.3.6. To conduct sociological inquiries in the field of law, law procedure and fair trial.
2.3.7. To mobilize judges, court apparat officials, public prosecutors, lawyers and other attorneys for the work of the most rationalization of fair trial activity, direct efforts of young lawyers for rationalization of these works;
2.3.8. To create conditions for judges, court apparatus officials, public prosecutors, lawyers and other attorneys in order them to be acquainted with application of new information and communication technologies;
2.3.9. To involve local and foreign organizations’ means within projects in order to improve law procedure, fair trial, increase level of professional training of competent (relevant) lawyers;
2.3.10. To create conditions for active professional and public activity of its members, develop cooperation between lawyers, to prepare programs with a view to improve law education and participate closely in its realization;
2.3.11. To raise lawyers’ profession influence, follow their legal requirements as well as to render assistance in formation of professional and logic qualities and compliance with professional ethic norms;
2.3.12. To study experience of developed foreign countries in the field of law;
2.3.13. To act with proposals on improvement of law and normative acts on directions specified in the Charter, elimination of frivolousness existing in laws and summarize application experience of laws;
2.3.14. To implement business activity directed for achievement of the Center’s creation objects;
2.3.15. To create centers with a view to rendering free legal assistance for low-income and indigent families.
2.4. In order to achieve its goals the Center may implement other works proceeding from the Charter.
2.5. Upon registering in state bodies the center provides holding register of its members during thirty days.
III. The Center’s management procedure
3.1. The Center implements its activity in the membership of founders, members and assistants.
3.2. The Center is governed by means of the following bodies:
3.2.1. General Meeting;
3.2.2. Management Board;
3.2.3. Chairman of the Center;
3.2.4. The Center’s Apparat.
3.3. The General Meeting is the Supreme Management Body of the Center. It is convened at least once a year and held by chairmanship of the Center’s Chairman.
3.4. Extraordinary Meeting is convened by initiative of the Center’s chairman, Management Board, one of founders and one-third part of members. Person(s) initiated holding Extraordinary meeting are informed about it and meeting is convened not later a month after request has been accepted.
3.5. Information about the place and time of holding the General Meeting is given to the Center founders and members at least 2 weeks beforehand.
3.6. The General Meeting authorities include the following:
3.6.1. Making decisions related to the current and further activity of the Center.
3.6.2. Adoption of and amendment into the Charter of the Center;
3.6.3. Formation of the Center property and Determination of its use principles;
3.6.4. Organization of the Management Board of the Centre and untimely termination of its authorities;
3.6.5. Listenening of the annual report represented by Management Board and its confirmation;
3.6.6. Settlement of the issues of the Centre’s participation in another organizations;
3.6.7. Where necessary organization of the other bodies within the centre;
3.6.8. Determination of the staff of the Management Board;
3.6.9. Setlement of the issue of reorganizagtion and liquidation of the centre;
3.6.10. Making decisions about other issues unprohibited by legislation
3.7. General Meeting can make amendments into Charter only in case two-third part of members wil participate iin the Meeting. Decision of the General Meeting is adopted with simple majority of votes of members taking part in the Meeting. Each member has one vote.
3.8. The General Meeting is held openly and there is held written protocol. There is not established any limitation to the supplement to the written protocol, use of electronic means. Protocol is signed by chairman and secretary of the Meeting. The Copy of the Protocol can be submitted to any member of the Center.
3.9. Management Board is the Collegial Body of the Center. It realizes current leadership on the Center’s activity and delivers report to the General Meeting.
3.10. Staff of the Management Board is determined by General Meeting by way of voting from the rank of members of the Center and appointed for three year of period. The same person may not be nominated consecutively not more than two times. The center’s chairman is a member of the management board under his duties. Members of the Management Board are independent and they are subordinate only to the Charter.
3.11. Management Board carries out activity in the composition of 7 members.
3.12. Management Board has the following authorities:
3.12.1. Provision of the execution of the decisions adopted in the General Meetings;
3.12.2. Holding of the Meetings of the Management Board and provision of the execution of the decisions made;
3.12.3. Making to state organs, public and international organizations suggestions connected with issues reflecting in the Charter;
3.12.4. Confirmation of the annual budget, plan of actions, projects and other programs of the Centre;
3.12.5. Solution of the issues of the rewarding and punishing of the members;
3.12.6. Creation of the branches of the Centre and opening of representative offices, branch and Confirmation of the Charter of the Representative Offices
3.12.7. He (she, it) specifies (appoints) (the) head co-ordinator of the apparatus of the centre to (the) post (duty) from (the) between (among) members of the centre;
3.12.8. Appoints Chief Coordinator of the Center Apparat from the Center Members;
3.12.9. Carrying out certification of of the Center Apparat.
3.12.10. Carrying out other authorities concerned to it by Charter.
3.13. Meetings of the Management Board arwe held at least once in the quarter and considered to be valid in case of participation of 6 members of the Management Board.
3.14. If failure by member of the Management Board to take part 3 times consequently in the Meetings of the Management Board by request of one-third members of the Management Board the issues of exclusion from the membership of the Management Board may be reviewed.
3.15. Decisions of the Management Board are made by the most majority of the Management Board members openly and secretly. When one-third part of members visiting the meeting requests the meeting is held in secret. If One-third of members of the Management Board failures to participate in the General Meeting due to any reasons there is convened extraordinary General Meeting of the Center and new members appointed for those duties.
3.16. The center chairman realizes chairmanship in the Management Board Meetings.
3.17. The membership of the Management Board is terminated in the following cases:
3.17.1. When giving written application of voluntary discharge from the position occupied;
3.17.2. When court establishes inability or limited ability;
3.17.3. In case of death;
3.17.4. When courts declares member to be died or considers the member to be lost;
3.17.5. If failure by Management Board to visit the meeting three times consequently without suitable reasons. Decision about is made by the most majority of the Management Board members.
3.18. By making leadership on the common work of the Center the Chairman is elected by secret voting and simple majority of votes from the composition of the management Board.
3.19. The Center’s Chairman’s authorities include:
3.19.1. Representation of the Center, signing of contracts and transactions on its behalf;
3.19.2. Giving appropriate written and verbal instructions concerning organization of the center;
3.19.3. Making chairmanship in the General Meeting and in the Meeting of the Management Board;
3.19.4. Implementation of common leadership on preparation of issues to be reviewed in the Center’s General Meetings;
3.19.5. Provision of execution of decisions of the General Meeting and Management Board Meetings;
3.19.6. Giving instructions (directions) on budget for provision of the Center’s activity;
3.19.7. Appointment and discharge of workers of the Center Apparat;
3.19.8. Implementation of other authorities concerned to it by Charter.
3.20. The Center’s Chairman charges one of the members of the management Board solution of issues stated in the clause 3.19.6.
3.21. If The Center Chairman can not execute his authorities for temporal time members of the Management Board elects deputy Chairman from the rank of members of the management Board. For the period of election of Deputy Chairman he performs authorities of the Center Chairman in full scope. Chairman of the Center is selected to the Extraordinary General Meeting by way of secret voting and simple majority of voices.
3.22. Validity of authorities of the Center Chairman as well as his labor conditions and salary are established by labor contract concluded with him. The Labor Contract is signed by person chosen from the composition of founders on behalf of the Center.
3.23. The Center Apparat is created with a view to settlement of issues related to implementation of organizational works, holding of protocols, execution of decisions made concerning preparation of meeting of the Management Board as well as issues related to the Center authorities.
3.24. Leadership over the Center Apparat is performed by Chief Coordinator appointed by Management Board from the rank of the Center Members.
3.25. Relationship with the Apparat’s workers is regulated on the basis of labor Legislation.
IV. Rights and Duties of the Center Members
4.1. The Center fulfils its activity in the staff consisting of founders, members as well as assistants. Foreigners and persons not having the citizenship of the country may be participants (shareholders) of the Center.
4.2. Founders of the Center have equal rights. Mutual relations, rights and duties of founders are established by legislation and this Charter. Founders of the Association considered to be its members as well.
4.3. Members of the Center may use the rights equally. Establishment of individual rights for members is not allowed.
4.4. Each member of the Center has right of voting.
4.5. Each member of the Center pays one-time membership fee.
4.6. Rights of the Center Member are the following:
4.6.1. to participate in managing of the Center in accordance with the Charter;
4.6.2. elect the administrative bodies of the Center and to be elected to the them;
4.6.3. to get information and give suggestions about activity of the Center;
4.6.4. to participate in measurements realized by the Center;
4.6.5. to execute control above Authorities of the Center;
4.6.6. to get information about activity of election bodies and officials of the Center;
4.6.7. to take part, to protest, explain and complain in discussion of each issue related to own rights and duties personally;
4.6.8. to apply the center for helping in defense of own rights and legal interests.
4.7. Only in case of granting authority to the center member by General Meeting, management Board or the Center Chairman, can represent the Center or act on its behalf.
4.8. Duties of the Center Members are the following:
4.8.1. to take an active part in realization of purposes and duties of the Center and strengthening of its influence, execute decisions made by Administrative Bodies of the center;
4.8.2. to take an active part in daily business activity elected by the Center;
4.8.3. to comply with the Center Charter as well as moral norms and standards and professional ethic requirements commonly adopted;
4.9. To the assistants of the Center are concerned appropriately physical and legal entities (persons) supporting the center by rendering different aid or services to it without legalizing his (her) relationships with the Center by participating in the Center activity.
V. Terms and procedures of admittance into and discharge from the membership
5.1. Every physical and legal person in Azerbaijan Republic may be member of the Association (besides government authority and local self-governing bodies). Admission of members to the center is realized by the Management Board and any person desiring to be the member should apply in written form. Application is reviewed during 1 month and when more than half of members of the Management Board express positive opinion the applicant is admitted to the membership of the Center.
5.2. To the application of legal Entities should be added the copy its Charter, decision of the Body entrusted by Charter related to the Membership to the Center. Legal entities acting in the field of the law to the Center are admitted as members.
5.3. The center Members get the membership card certifying their membership.
5.4. The Membership to the Center can be terminated in the following conditions:
5.4.1. At liquidation of the Center;
5.4.2. at written application about voluntary leave the membership of the Center;
5.4.3. at breach of the Charter requirements;
5.4.4. regular avoiding from participation in the Center business;
5.4.5. when committing unworthy actions for the name of the Center;
5.4.6. in other circumstances provided by the Legislation.
5.5. Due to breach of the Charter requirements there can be applied public influence measurements on the Center Member and the last can be discharged from the membership of the Center.
5.6. Decision of discharge from the membership of the Center is made by management Board. Participation of third-fourth part of the members in the meetings of the management Board related to the mentioned issue and decision by voting of forth-third members participating against decision comes into effect.
5.7. The person raised the issue of discharge from the membership of the Center is notified by The Center Apparat about place and time of making Meeting of the Management Board 1 week beforehand of holding the meeting. And if there is request to tell opinions in the General Meeting concerning this matter his this rights should be met. Failure by person who was notified about the place and time of holding the General Meeting to visit the meeting makes obstacles in discussion and adoption of the decision related to the same issue.
5.8. Problem of discharge from membership is put forward for the discussion of the Management Board of the Centre by chairman of the Centre. Necessary documents confirming conditions being ground for dismissal from the membership are submitted to the Management Board.
5.9. Board should make decision in connection with the same issue not later 1 month after getting documents specified in 5.8 clause related to the issue of discharge of the Member from the membership of the Center management.
5.10. Decision of the Management Board should be delivered to the person put an end to his membership not later 10 days.
5.11. Person got decision of the Management Board about discharge from the Center Membership during 1 month since moment of getting decision can give complaint ad hoc to the Appellation Committee consisting of 5 persons forming the Center members. Members of the Appellation Committee are independent during fulfillment of their activities and only accountable before the General Meeting. Members of the Management Board can not be elected to the Appellation Committee as members.
5.12. Appellation Committee should make decision about its provision or rejection within 1 month since getting complaint from decision about discharge from the membership of the Center Member. Decision of the Appellation Committee about this matter is considered to be valid in the case all members of the Appellation committee to participate in the meeting and at least three persons give vote for this decision.
5.13. The Center Apparat should inform the person raised matter of discharge from the membership of the Center about place and time of holding the meeting of the Appellation Committee. If said person declares about his desire to give his opinion related to this matter in the Appellation Committee Meeting his this right should be provided.
5.14. Failure by person raised the matter about discharge from the membership of thje Center to visit the Meeting of the appellation Committee doesn’t prevent making discussion or decision concerning the matter.
5.15. the Center has the right to appeal to the court about termination of the membership of the member.
VI. Sources of formation of the Center property
6.1. The Center can implement within the country and beyond it any form of activity not restricted by legislation of Azerbaijan Republic and not contradicted objects provided in the Charter of the Center.
6.2. The Center can distribute the obtained profits between founders (members) of the Center and realize business activity directed for achievement of purposes of creation of the organization.
6.3. Purpose:
6.3.1. in accordance with legislation there can be founded press organs and publishing institutions;
6.3.2. the center can implement production and sale of goods and services bringing profits and meeting objectives of creation of the center;
6.3.3. can obtain activities, property and non-property rights;
6.3.4. can realize other activity not restrained by legislation.
6.4. In the property or in the operative management of the center can be buildingsm installations, enterprises, moveable and immoveable property as well as the Center can have other property not prohibited by legislation.
6.5. The Monetary and other sources of formation of property of the Center are the following:
6.5.1. Membership fees paid by founders or the Center at –time.
6.5.2. Property fees and contributions granted by different legal and physical persons voluntarily.
6.5.3. incomes obtained from sale of goods, rendering services and fulfillment of works;
6.5.4. dividends, profits gained from shares, obligations, other assets and investments;
6.5.5. use of its own property and profits gained as a result of its sale;
6.5.6. grants given by different organizations;
6.5.7. profits gained from activities of publishing house;
6.5.8. other profits not prohibited by legislation.
6.6. The Center is responsible for its liability by its property.
6.7. For liability of the constitutors and members of the Centre and for liabilities of the Center founders and members are not responsible.
6.8. Without consent of the Founders the Center can not conclude any transactions can result in alienation for the benefit of the third persons.
6.9. All membership fees and type of profits incoming in connection with the Center Activity are given under disposal of the Center Chairman. The Center is the whole owner and proprietor of its finances and property. The Center can have in its property any kind of property not prohibited by legislation.
VII. Adoption of the Charter and procedure of proposing amendments to the Charter
7.1. Changes to the Charter of the Center can be done by decision of the General Meeting for execution of duties proceeding from the Charter.
7.2. Change to the Charter is realized in case of participation fourth-third members of the General Meeting and voting by more than half of them for the making changes to the Charter.
7.3. Changes to the Charter of the Center come to the force since it has been registered in the State Bodies.
VIII. Termination of the Center Activity
8.1. The Center Activity is terminated by way of its reorganization (amalgamation, joining, division, transformation) and liquidation. Termination of the Center Activity is realized by order provided by legislation.
8.2. Based on the decision about termination of the Center Activity the liquidation Committee is created. Since this moment all authorities related to the management of the Center are transferred to it. Liquidation Committee makes up the liquidation balance. At liquidation time of the Center property remained after production of the calculations and covering requirements of the creditors is directed for the purposes of the Charter in the order established by the Property Legislation, and if it is not possible to the state budget. Liquidation of the Center is realized under Civil Code and other Legislative acts of Azerbaijan Republic.
IX. Branch and Representative Offices of the Center
9.1. The Center may create and open branches within territory of Azerbaijan Republic and abroad.
9.2. Branch of the Center may be organized beyond the location of the organization and may realize its activity and part of its activity.
9.3. The Representative Office is organized beyond the location of the organization, represents its interests and realizes defense of the same interests.
9.4. Branch and Representative Office of the Center is not legal entity, gets share from property of the organization created them, performs activity for its name and based on statutes confirmed by them. The Center is responsible for the activity of branches and Representative Offices.
9.5. Leaders of branches and representative offices are appointed by Management Board of the center and performs activity within authority granted by it.
9.6. The center should give information to the Ministry of Justice of Azerbaijan Republic on creation and branches and (or) representative offices during 10 days.
X. Other provisions
10.1. Issues not reflected in this Charter are regulated by legislation.
10.2. If Provisions of this Charter contradict Legislation the proper provisions of the legislation will be applied.
10.3. The financial year of the Center starts since the Center has been registered and ends on the 31st December of the following year. And following financial years starts on the 1st January and covers period till 31st of December.
I. General provisions
1.1. Azerbaijan Law Reform Centre NGO is self-governed, independent, private non-profit organization. The Center implements its activity under requirements of international instruments, Azerbaijan Republic Constitution, Azerbaijan Republic Law of Non-governmental organizations (Public Associations and funds) and this Charter.
1.2. The Center implements its activity by continuous grounds and concerns its activity to all territory of Azerbaijan Republic.
1.3. The Center may obtain property, separate balance, currency in bank institutions and account in manats, property and other non-property rights on behalf of its name as legal entity and act as a claimant or a respondent in the court by carrying duties only after being registered in state bodies in the order established by Legislation.
1.4. The Center has its own round seal, emblem, triangle seal, forms and other necessary bank details (requisites) in Azerbaijani and English languages.
1.5. The Center’s legal name:
In Azerbaijani: “Azərbaycan Hüquq İslahatları Mərkəzi” İctimai Birliyi
In English: “Azerbaijan Law Reforms Center” Public Association
1.6. The center is responsible for its duties by property and monetary means belong to it.
1.7. The Center may open branches and representative Offices even abroad and act as a founder of independent economy subjects in the capacity of legal entity and be member in existing organizations, including in international organizations.
II. Activity purposes and activity principles of the Center
2.1. The Main purpose of the Center is to advocate law reforms in the country and abroad carried out within the country, learn practice on different fields of law and conduct analyses in this field, increase rationality of fair trial, support implementation of court-law reforms and fair trial as well as form legal state, develop and realize programs, projects targeted for strengthening of legality and law procedures.
2.2. The Center’s activity is based on principles of consideration and objectivity of independency, collective nature, publicity, public opinion.
2.3. The main directions of the Center’s activity includes the following:
2.3.1. To support the most intensification of reforms in law field;
2.3.2. To cooperate with Mass Media, local executive and self-governing bodies, state structures, international organizations, political parties, Funds, NGO’s, local and foreign high and secondary profession schools as well as other organizations not prohibited by legislation in the direction of the Center’s activity by achieving intensification of international law cooperation.
2.3.3. To help to promotion of scientific knowledge of lawyers;
2.3.4. To publish scientific – field editions and found its press bodies as provided by legislation;
2.3.5. To act in direction of implementation of works for participation in work of holding of scientific conferences, symposiums, seminars as well as similar measurements held abroad within law education.
2.3.6. To conduct sociological inquiries in the field of law, law procedure and fair trial.
2.3.7. To mobilize judges, court apparat officials, public prosecutors, lawyers and other attorneys for the work of the most rationalization of fair trial activity, direct efforts of young lawyers for rationalization of these works;
2.3.8. To create conditions for judges, court apparatus officials, public prosecutors, lawyers and other attorneys in order them to be acquainted with application of new information and communication technologies;
2.3.9. To involve local and foreign organizations’ means within projects in order to improve law procedure, fair trial, increase level of professional training of competent (relevant) lawyers;
2.3.10. To create conditions for active professional and public activity of its members, develop cooperation between lawyers, to prepare programs with a view to improve law education and participate closely in its realization;
2.3.11. To raise lawyers’ profession influence, follow their legal requirements as well as to render assistance in formation of professional and logic qualities and compliance with professional ethic norms;
2.3.12. To study experience of developed foreign countries in the field of law;
2.3.13. To act with proposals on improvement of law and normative acts on directions specified in the Charter, elimination of frivolousness existing in laws and summarize application experience of laws;
2.3.14. To implement business activity directed for achievement of the Center’s creation objects;
2.3.15. To create centers with a view to rendering free legal assistance for low-income and indigent families.
2.4. In order to achieve its goals the Center may implement other works proceeding from the Charter.
2.5. Upon registering in state bodies the center provides holding register of its members during thirty days.
III. The Center’s management procedure
3.1. The Center implements its activity in the membership of founders, members and assistants.
3.2. The Center is governed by means of the following bodies:
3.2.1. General Meeting;
3.2.2. Management Board;
3.2.3. Chairman of the Center;
3.2.4. The Center’s Apparat.
3.3. The General Meeting is the Supreme Management Body of the Center. It is convened at least once a year and held by chairmanship of the Center’s Chairman.
3.4. Extraordinary Meeting is convened by initiative of the Center’s chairman, Management Board, one of founders and one-third part of members. Person(s) initiated holding Extraordinary meeting are informed about it and meeting is convened not later a month after request has been accepted.
3.5. Information about the place and time of holding the General Meeting is given to the Center founders and members at least 2 weeks beforehand.
3.6. The General Meeting authorities include the following:
3.6.1. Making decisions related to the current and further activity of the Center.
3.6.2. Adoption of and amendment into the Charter of the Center;
3.6.3. Formation of the Center property and Determination of its use principles;
3.6.4. Organization of the Management Board of the Centre and untimely termination of its authorities;
3.6.5. Listenening of the annual report represented by Management Board and its confirmation;
3.6.6. Settlement of the issues of the Centre’s participation in another organizations;
3.6.7. Where necessary organization of the other bodies within the centre;
3.6.8. Determination of the staff of the Management Board;
3.6.9. Setlement of the issue of reorganizagtion and liquidation of the centre;
3.6.10. Making decisions about other issues unprohibited by legislation
3.7. General Meeting can make amendments into Charter only in case two-third part of members wil participate iin the Meeting. Decision of the General Meeting is adopted with simple majority of votes of members taking part in the Meeting. Each member has one vote.
3.8. The General Meeting is held openly and there is held written protocol. There is not established any limitation to the supplement to the written protocol, use of electronic means. Protocol is signed by chairman and secretary of the Meeting. The Copy of the Protocol can be submitted to any member of the Center.
3.9. Management Board is the Collegial Body of the Center. It realizes current leadership on the Center’s activity and delivers report to the General Meeting.
3.10. Staff of the Management Board is determined by General Meeting by way of voting from the rank of members of the Center and appointed for three year of period. The same person may not be nominated consecutively not more than two times. The center’s chairman is a member of the management board under his duties. Members of the Management Board are independent and they are subordinate only to the Charter.
3.11. Management Board carries out activity in the composition of 7 members.
3.12. Management Board has the following authorities:
3.12.1. Provision of the execution of the decisions adopted in the General Meetings;
3.12.2. Holding of the Meetings of the Management Board and provision of the execution of the decisions made;
3.12.3. Making to state organs, public and international organizations suggestions connected with issues reflecting in the Charter;
3.12.4. Confirmation of the annual budget, plan of actions, projects and other programs of the Centre;
3.12.5. Solution of the issues of the rewarding and punishing of the members;
3.12.6. Creation of the branches of the Centre and opening of representative offices, branch and Confirmation of the Charter of the Representative Offices
3.12.7. He (she, it) specifies (appoints) (the) head co-ordinator of the apparatus of the centre to (the) post (duty) from (the) between (among) members of the centre;
3.12.8. Appoints Chief Coordinator of the Center Apparat from the Center Members;
3.12.9. Carrying out certification of of the Center Apparat.
3.12.10. Carrying out other authorities concerned to it by Charter.
3.13. Meetings of the Management Board arwe held at least once in the quarter and considered to be valid in case of participation of 6 members of the Management Board.
3.14. If failure by member of the Management Board to take part 3 times consequently in the Meetings of the Management Board by request of one-third members of the Management Board the issues of exclusion from the membership of the Management Board may be reviewed.
3.15. Decisions of the Management Board are made by the most majority of the Management Board members openly and secretly. When one-third part of members visiting the meeting requests the meeting is held in secret. If One-third of members of the Management Board failures to participate in the General Meeting due to any reasons there is convened extraordinary General Meeting of the Center and new members appointed for those duties.
3.16. The center chairman realizes chairmanship in the Management Board Meetings.
3.17. The membership of the Management Board is terminated in the following cases:
3.17.1. When giving written application of voluntary discharge from the position occupied;
3.17.2. When court establishes inability or limited ability;
3.17.3. In case of death;
3.17.4. When courts declares member to be died or considers the member to be lost;
3.17.5. If failure by Management Board to visit the meeting three times consequently without suitable reasons. Decision about is made by the most majority of the Management Board members.
3.18. By making leadership on the common work of the Center the Chairman is elected by secret voting and simple majority of votes from the composition of the management Board.
3.19. The Center’s Chairman’s authorities include:
3.19.1. Representation of the Center, signing of contracts and transactions on its behalf;
3.19.2. Giving appropriate written and verbal instructions concerning organization of the center;
3.19.3. Making chairmanship in the General Meeting and in the Meeting of the Management Board;
3.19.4. Implementation of common leadership on preparation of issues to be reviewed in the Center’s General Meetings;
3.19.5. Provision of execution of decisions of the General Meeting and Management Board Meetings;
3.19.6. Giving instructions (directions) on budget for provision of the Center’s activity;
3.19.7. Appointment and discharge of workers of the Center Apparat;
3.19.8. Implementation of other authorities concerned to it by Charter.
3.20. The Center’s Chairman charges one of the members of the management Board solution of issues stated in the clause 3.19.6.
3.21. If The Center Chairman can not execute his authorities for temporal time members of the Management Board elects deputy Chairman from the rank of members of the management Board. For the period of election of Deputy Chairman he performs authorities of the Center Chairman in full scope. Chairman of the Center is selected to the Extraordinary General Meeting by way of secret voting and simple majority of voices.
3.22. Validity of authorities of the Center Chairman as well as his labor conditions and salary are established by labor contract concluded with him. The Labor Contract is signed by person chosen from the composition of founders on behalf of the Center.
3.23. The Center Apparat is created with a view to settlement of issues related to implementation of organizational works, holding of protocols, execution of decisions made concerning preparation of meeting of the Management Board as well as issues related to the Center authorities.
3.24. Leadership over the Center Apparat is performed by Chief Coordinator appointed by Management Board from the rank of the Center Members.
3.25. Relationship with the Apparat’s workers is regulated on the basis of labor Legislation.
IV. Rights and Duties of the Center Members
4.1. The Center fulfils its activity in the staff consisting of founders, members as well as assistants. Foreigners and persons not having the citizenship of the country may be participants (shareholders) of the Center.
4.2. Founders of the Center have equal rights. Mutual relations, rights and duties of founders are established by legislation and this Charter. Founders of the Association considered to be its members as well.
4.3. Members of the Center may use the rights equally. Establishment of individual rights for members is not allowed.
4.4. Each member of the Center has right of voting.
4.5. Each member of the Center pays one-time membership fee.
4.6. Rights of the Center Member are the following:
4.6.1. to participate in managing of the Center in accordance with the Charter;
4.6.2. elect the administrative bodies of the Center and to be elected to the them;
4.6.3. to get information and give suggestions about activity of the Center;
4.6.4. to participate in measurements realized by the Center;
4.6.5. to execute control above Authorities of the Center;
4.6.6. to get information about activity of election bodies and officials of the Center;
4.6.7. to take part, to protest, explain and complain in discussion of each issue related to own rights and duties personally;
4.6.8. to apply the center for helping in defense of own rights and legal interests.
4.7. Only in case of granting authority to the center member by General Meeting, management Board or the Center Chairman, can represent the Center or act on its behalf.
4.8. Duties of the Center Members are the following:
4.8.1. to take an active part in realization of purposes and duties of the Center and strengthening of its influence, execute decisions made by Administrative Bodies of the center;
4.8.2. to take an active part in daily business activity elected by the Center;
4.8.3. to comply with the Center Charter as well as moral norms and standards and professional ethic requirements commonly adopted;
4.9. To the assistants of the Center are concerned appropriately physical and legal entities (persons) supporting the center by rendering different aid or services to it without legalizing his (her) relationships with the Center by participating in the Center activity.
V. Terms and procedures of admittance into and discharge from the membership
5.1. Every physical and legal person in Azerbaijan Republic may be member of the Association (besides government authority and local self-governing bodies). Admission of members to the center is realized by the Management Board and any person desiring to be the member should apply in written form. Application is reviewed during 1 month and when more than half of members of the Management Board express positive opinion the applicant is admitted to the membership of the Center.
5.2. To the application of legal Entities should be added the copy its Charter, decision of the Body entrusted by Charter related to the Membership to the Center. Legal entities acting in the field of the law to the Center are admitted as members.
5.3. The center Members get the membership card certifying their membership.
5.4. The Membership to the Center can be terminated in the following conditions:
5.4.1. At liquidation of the Center;
5.4.2. at written application about voluntary leave the membership of the Center;
5.4.3. at breach of the Charter requirements;
5.4.4. regular avoiding from participation in the Center business;
5.4.5. when committing unworthy actions for the name of the Center;
5.4.6. in other circumstances provided by the Legislation.
5.5. Due to breach of the Charter requirements there can be applied public influence measurements on the Center Member and the last can be discharged from the membership of the Center.
5.6. Decision of discharge from the membership of the Center is made by management Board. Participation of third-fourth part of the members in the meetings of the management Board related to the mentioned issue and decision by voting of forth-third members participating against decision comes into effect.
5.7. The person raised the issue of discharge from the membership of the Center is notified by The Center Apparat about place and time of making Meeting of the Management Board 1 week beforehand of holding the meeting. And if there is request to tell opinions in the General Meeting concerning this matter his this rights should be met. Failure by person who was notified about the place and time of holding the General Meeting to visit the meeting makes obstacles in discussion and adoption of the decision related to the same issue.
5.8. Problem of discharge from membership is put forward for the discussion of the Management Board of the Centre by chairman of the Centre. Necessary documents confirming conditions being ground for dismissal from the membership are submitted to the Management Board.
5.9. Board should make decision in connection with the same issue not later 1 month after getting documents specified in 5.8 clause related to the issue of discharge of the Member from the membership of the Center management.
5.10. Decision of the Management Board should be delivered to the person put an end to his membership not later 10 days.
5.11. Person got decision of the Management Board about discharge from the Center Membership during 1 month since moment of getting decision can give complaint ad hoc to the Appellation Committee consisting of 5 persons forming the Center members. Members of the Appellation Committee are independent during fulfillment of their activities and only accountable before the General Meeting. Members of the Management Board can not be elected to the Appellation Committee as members.
5.12. Appellation Committee should make decision about its provision or rejection within 1 month since getting complaint from decision about discharge from the membership of the Center Member. Decision of the Appellation Committee about this matter is considered to be valid in the case all members of the Appellation committee to participate in the meeting and at least three persons give vote for this decision.
5.13. The Center Apparat should inform the person raised matter of discharge from the membership of the Center about place and time of holding the meeting of the Appellation Committee. If said person declares about his desire to give his opinion related to this matter in the Appellation Committee Meeting his this right should be provided.
5.14. Failure by person raised the matter about discharge from the membership of thje Center to visit the Meeting of the appellation Committee doesn’t prevent making discussion or decision concerning the matter.
5.15. the Center has the right to appeal to the court about termination of the membership of the member.
VI. Sources of formation of the Center property
6.1. The Center can implement within the country and beyond it any form of activity not restricted by legislation of Azerbaijan Republic and not contradicted objects provided in the Charter of the Center.
6.2. The Center can distribute the obtained profits between founders (members) of the Center and realize business activity directed for achievement of purposes of creation of the organization.
6.3. Purpose:
6.3.1. in accordance with legislation there can be founded press organs and publishing institutions;
6.3.2. the center can implement production and sale of goods and services bringing profits and meeting objectives of creation of the center;
6.3.3. can obtain activities, property and non-property rights;
6.3.4. can realize other activity not restrained by legislation.
6.4. In the property or in the operative management of the center can be buildingsm installations, enterprises, moveable and immoveable property as well as the Center can have other property not prohibited by legislation.
6.5. The Monetary and other sources of formation of property of the Center are the following:
6.5.1. Membership fees paid by founders or the Center at –time.
6.5.2. Property fees and contributions granted by different legal and physical persons voluntarily.
6.5.3. incomes obtained from sale of goods, rendering services and fulfillment of works;
6.5.4. dividends, profits gained from shares, obligations, other assets and investments;
6.5.5. use of its own property and profits gained as a result of its sale;
6.5.6. grants given by different organizations;
6.5.7. profits gained from activities of publishing house;
6.5.8. other profits not prohibited by legislation.
6.6. The Center is responsible for its liability by its property.
6.7. For liability of the constitutors and members of the Centre and for liabilities of the Center founders and members are not responsible.
6.8. Without consent of the Founders the Center can not conclude any transactions can result in alienation for the benefit of the third persons.
6.9. All membership fees and type of profits incoming in connection with the Center Activity are given under disposal of the Center Chairman. The Center is the whole owner and proprietor of its finances and property. The Center can have in its property any kind of property not prohibited by legislation.
VII. Adoption of the Charter and procedure of proposing amendments to the Charter
7.1. Changes to the Charter of the Center can be done by decision of the General Meeting for execution of duties proceeding from the Charter.
7.2. Change to the Charter is realized in case of participation fourth-third members of the General Meeting and voting by more than half of them for the making changes to the Charter.
7.3. Changes to the Charter of the Center come to the force since it has been registered in the State Bodies.
VIII. Termination of the Center Activity
8.1. The Center Activity is terminated by way of its reorganization (amalgamation, joining, division, transformation) and liquidation. Termination of the Center Activity is realized by order provided by legislation.
8.2. Based on the decision about termination of the Center Activity the liquidation Committee is created. Since this moment all authorities related to the management of the Center are transferred to it. Liquidation Committee makes up the liquidation balance. At liquidation time of the Center property remained after production of the calculations and covering requirements of the creditors is directed for the purposes of the Charter in the order established by the Property Legislation, and if it is not possible to the state budget. Liquidation of the Center is realized under Civil Code and other Legislative acts of Azerbaijan Republic.
IX. Branch and Representative Offices of the Center
9.1. The Center may create and open branches within territory of Azerbaijan Republic and abroad.
9.2. Branch of the Center may be organized beyond the location of the organization and may realize its activity and part of its activity.
9.3. The Representative Office is organized beyond the location of the organization, represents its interests and realizes defense of the same interests.
9.4. Branch and Representative Office of the Center is not legal entity, gets share from property of the organization created them, performs activity for its name and based on statutes confirmed by them. The Center is responsible for the activity of branches and Representative Offices.
9.5. Leaders of branches and representative offices are appointed by Management Board of the center and performs activity within authority granted by it.
9.6. The center should give information to the Ministry of Justice of Azerbaijan Republic on creation and branches and (or) representative offices during 10 days.
X. Other provisions
10.1. Issues not reflected in this Charter are regulated by legislation.
10.2. If Provisions of this Charter contradict Legislation the proper provisions of the legislation will be applied.
10.3. The financial year of the Center starts since the Center has been registered and ends on the 31st December of the following year. And following financial years starts on the 1st January and covers period till 31st of December.
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