Statute

Non-Profit (Non-Commercial) Legal Entity

 

Kazbegi Development Group-Kazbegi Local Action Group (LAG)

CHARTER

 

 

Article 1

General Provisions

 

1.1.  Kazbegi Development Group – Kazbegi Local Action Group (hereinafter, “the Organization”) is a non-profit (non-commercial) legal entity established in accordance with the Civil Code of Georgia, and operating in accordance with Georgian legislation and the present Charter.

1.2.      The entity is deemed to be established from the moment it is registered in the register of enterprises and non-profit (non-commercial) legal entities.

1.3.       Name of the Organization: Kazbegi Development Group-Kazbegi Local Action Group (LAG).

1.    Legal form of the Organization: non-profit (non-commercial) legal entity

1.5.  Registered address of the Organization: Village of Gergeti, Kazbegi Region, Georgia

1.6.  E-mail address of the Organization: kazbegilag@gmail.com

1.7. The Organization is independent from the status of its member(s), its management and authorized representative(s). Liability of the Organization is limited to its property. Members of the Organization, its management and authorized representative(s) will not be responsible for any liabilities of the Organization. Similarly, the Organization will not be responsible for any liabilities of its members, management and authorized representative(s).

 

Article 2

Goals

2.    Organizational goals are as follows:

• Support state’s policy and mechanisms for rural development in Kazbegi Region
• Promote social and economic development in Kazbegi Region through a public-private partnership at the local level
• Promote youth education, employment and development
• Promote social entrepreneurship and innovations in the region
• Charity and philanthropic work

 

Article 3

Activities

 

3.1 In light of the goals outlined by the present Charter, the Organization will:

• ensure representation of local businesses, civil and public sectors among its members and in the Management Team. Public sector representatives may not account for more than 50% of all members
• design local development strategy and action plan for Kazbegi Region, on the basis of cross-sectoral cooperation and with participation of local population, and support its implementation
• cooperate with legislative and executive authorities of Georgia, as well as local and international organizations and private individuals in all sectors
• engage in related commercial activities, which will not change the status of the Organization as a non-profit legal entity;
• accumulate property to support charity, educational and social/economic projects;
• engage in other types of activities, which are not prohibited by Georgian legislation. 

 

3.2   The Organization is authorized to perform related commercial activities, and earnings from these activities must be used for realization of goals of the Organization. Distribution of such earnings among founders, members, donors, management and authorized representatives of the Organization is prohibited.

3.3 Property under the ownership of the Organization can be alienated only to support activities of the Organization, organizational development, realization of its goals or for charity purposes.

 

Article 4

Founders of the Organization

 

4.1.  Founder of the Organization:

Shorena Sujashvili, personal identification no. 01003000516, Gergeti Area, Kazbegi, Georgia, date of birth: 04.05. 1978

4.2. Rights and responsibilities of the Founder of the Organization:

4.2.1. The Founder of the Organization has the right to:

• elect and be elected to the Management Team of the Organization or as an executive director
• participate in organizational activities
• receive all types of information and documents from the Organizations’ governing bodies and managers about its activities
• decide to admit new members in the organization, in accordance with the Charter
• represent the Organization in relations with public for the next two years

4.2.2. The Founder of the Organization is obligated to:

Abide by the present Charter and for the next two years, monitor activities of the Organization and its governing bodies and managers, compliance of decisions with the present Charter and the Local Development Strategy, and report any incompliance to the General Assembly of members of the Organization for further actions.

 

 

Article 5

Management of the Organization

 

5.1. General Assembly is the highest governing body of the Organization, bringing together members of the Organization in the following thematic working groups: 1. Working Group for Development of Tourism and Business Sector; 2. Working Group for Support of Agricultural Development; 3. Working Group for Support of Education, Culture and Employment; 4. Working Group for Support of Public Infrastructure, Environment Protection and Youth Initiatives; 5. Working Group for Youth Initiatives; 6. Working Group for International Support.  

5.2. General Assembly meets at least 2 (two) times a year and is convened by the Management Team or the Executive Director, using phone or electronic means of communication.

5.3. General Assembly:

5.3.1. nominates candidates for the office of Executive Director to be appointed by the Management Team for the term of 2 years;

5.3.2. elects Management Team for the term of 3 years, consisting of at least 1 and no more than 2 members from each thematic group;

5.3.3. once a year develops and approves Local Development Strategy and Action Plan for Kazbegi;

5.3.4. decision of the General Assembly is valid if at least 30% (per cent) of its members are present at the meeting;

5.3.5. decision of the General Assembly is valid if it is supported by simple majority, and a dissenting opinion of members of the Assembly is recorded.

 

 

Article 6

Management/Representation of the Organization

 

6.1. Management of the Organization is carried out by the Management Team and the Executive Director:

6.2. The Management Team:

6.2.1. is elected by the General Assembly for the term of 3 years and consists of at least 1 and no more than 2 members of each thematic group;

6.2.2. Members of the Management Team will be elected from registered members of the Organization, by simple majority of votes;

6.2.3. The Management Team plans activities and strategic objectives of the Organization and identifies fundraising opportunities; develops Local Development Strategy and Action Plan for Kazbegi in consultation with the General Assembly; approves candidates for administrative positions and oversees financial operations and fulfillment of administrative procedures; the Management Team submits a report about activities and future plans to the General Assembly at least every two years and to the Founder upon request; every two years it elects and dismisses Executive Director of the Organization nominated by the General Assembly, by simple majority of votes; dissenting opinion should be recorded. It makes decisions related to the Organization’s membership of different networks and coalitions. It provides assistance to the Executive Director in public relations and other activities, as needed. Meetings of the Management Team should be held at least every 3 (three) months. The Executive Director may convene a meeting of the Management Team as many times as necessary.

6.2.4. Any or all members of the Management Team may be dismissed before the end of their term, if they

• failed to fulfill at all or effectively the plan submitted to the General Assembly (up to 40% of the planned activities);
• have not participated in work of the Organization in six months;
• have not attended meetings of the Management Team in six months (except when a member of the team is abroad and has no access to electronic means of communication);
• their conduct or statements are in conflict with the Organization’s goals and values and harmful to its dignity and good reputation;
• abuse property, influence and reputation of the Organization for benefitting personal interests.

6.2.5.  Dismissal of any or all members of the Management Team can be initiated by the Executive Director and the Founder of the Organization, or jointly by 10 members of the Organization, and should be supported by proof of existence of any of the circumstances envisaged by paragraph 4.2.4.

6.2.6. Dismissal of any or all members of the Management Team before the end of their term should be debated by the General Assembly, in light of the circumstances presented by the initiator in writing, and verbal and written explanatory statements of the Management Team/its member. The General Assembly should decide dismissal of any or all members of the Management Team by a simple majority of votes; written substantiation should be provided and any dissenting opinion should be recorded.

6.2.7. Decision of the General Assembly to dismiss any or all members of the Management Team may be challenged in court, or the dispute may be resolved through arbitration/mediation.

6.3. Executive Director of the Organization:

6.3.1. manages and represents the Organization (except for issues that fall within the scope of competencies of the Management Team or the General Assembly). Executive Director is nominated by the General Assembly and approved by the Management Team for the term of 2 years.

6.3.2 may not serve as a member of the Management Team.

6.3.3. manages activities of the Organization in compliance with goals outlined by the present Charter and relying upon the program plan designed by the Management Team, and the Local Development Strategy and Action Plan approved by the General Assembly.

6.3.4. nominates candidates for administrative positions, for the Management Team’s approval (financial coordinator, administrative assistant, etc.). He or she is solely responsible for overseeing management of material and non-material property of the Organization (purchase, economic issues) and is authorized to alienate property on the basis of the Management Team’s written approval (by simple majority of votes), in compliance with Article 3.3 of the present Charter.

6.3.5. signs all official administrative or financial documents and is accountable before the Management Team and the Founder.

1. 6.4 Until first meeting of the General Assembly convenes, and the Management Team and the Executive Director are elected, the Founder - Shorena Sujashvili (personal identification no. 01003000516, Gergeti Area, Kazbegi, Georgia, date of birth: 04.05. 1978) will carry out all functions of the Executive Director of Kazbegi Development Group – Kazbegi Local Action Group

6.5.1. Executive Director of the Organization may be dismissed when s/he

• fails to fulfill at all or effectively the plan submitted to the General Assembly (up to 40% of planned activities);
• has not participated in work of the Organization in 3 months;
• has not attended meetings of the General Assembly in 3 months (except when s/he is abroad and has no access to electronic means of communication);
• his/her conduct or statements are in conflict with the Organization’s goals and values and is harmful to its dignity and good reputation;
• abuses property, influence and reputation of the Organization for benefitting personal interests.

6.5.2.  Dismissal of the Executive Director can be initiated by the Management Team and the Founder of the Organization, or jointly by 10 members of the General Assembly, and should be supported by proof of existence of any of the circumstances envisaged by paragraph 6.5.1.

6.5.3. Dismissal of the Executive Director before the end of his/her term should be debated by the General Assembly, in light of the circumstances presented by the initiator in writing, and verbal and written explanatory statements of the Executive Director. The General Assembly should decide dismissal of the Executive Director by a simple majority of votes; written substantiation should be provided and any dissenting opinion should be recorded.

6.5.4. Decision of the General Assembly to dismiss the Executive Director may be challenged in court.

 

 

Article 7

Membership Rights and Responsibilities

 

7.1. Membership applications are accepted by the Founder. Starting from 2017, membership applications will be accepted by the Management Team.

7.2. Citizens of Georgia or aliens aged 18 or more, as well as legal entities registered in Georgia or abroad, that interested to contribute to development of Kazbegi Region in accordance with the Organization’s goals and objectives, and to join thematic working groups of the General Assembly, are eligible for membership of the Organization. Exceptions to the minimum age requirement is allowed for membership of Working Group for Youth Initiatives – citizens of Georgia or aliens aged 12 or more can join the group (without right to vote in General Assembly).

7.3. A member of the Organization resigns from his/her position by submitting a personal resignation letter to the Executive Director.

7.4. Membership may be terminated or revoked on the basis of the Working Group’s decision, if a member of the Organization:

1. has not participated in work of the Organization in 2 years;
2. has not attended meetings of the General Assembly in 4 years;
3. his/her conduct or statements are in conflict with the Organization’s goals and values and is harmful to its dignity and good reputation;
4. abuses property, influence and reputation of the Organization for benefitting personal interests.

7.5. A member of the Organization has the right to participate in activities of the Organization, in development of Local Development Strategy and Action Plan for Kazbegi, to elect and be elected to the Management Team and the Executive Director, request information about activities and accomplishments of the Organization.

7.6. A member of the Organization should participate in the General Assembly and its activities, act in compliance with goals of the Organization and membership rights and responsibilities outlined by the present Charter when acting in the name of the Organization, respect values of the Organization and refrain from any actions that may harm its good reputation.

 

 

Article 8

Liquidation/Reorganization

 

8.1. Liquidation and reorganization of the Organization is carried out on the basis of the General Assembly decision, for accomplishing goals outlined in this Charter or as a result of other circumstances envisaged by Georgian legislation.

8.2. In an event of liquidation, the current affairs shall be concluded; claims shall be ascertained; remaining property valued in monetary terms; the claims of creditors satisfied, and the remaining property distributed among entitled persons.

           8.3. Decision to commence the process of liquidation shall be registered in the register of enterprises and non-profit (non-commercial) legal entities. The process of liquidation is deemed to be effective immediately after the registration.

8.4. Individuals entitled to the remaining property will be determined by the General Assembly, in compliance with the goals outlined in Article 8.5 of this Charter.

8.5. Property of the Organization may be alienated:

a) for charity reasons;

b) if the property is transferred to another non-profit (non-commercial) legal entity.

 c) if alienation helps realize goals of the Organization

8.6. Distribution of remaining property among founders of the Organization, its members, management or authorized representatives is prohibited.

8.7. If individuals entitled to the remaining property have not been determined by the General Assembly, court should transfer the remaining property to one or more non-profit (non-commercial) legal entity with goals that are similar to or same as goals of the Organization. If no such organization exists or if it is impossible to identify such organization, the property may be transferred to the State. Court may distribute the property six months after the process of liquidation was registered.  

8.8. Liquidation will be carried out by an authorized manager – the Executive Director or a liquidator appointed in accordance with rules prescribed by legislation. Liquidator will be liable in the same manner as the manager and an authorized representative of the Organization. 

8.9. The Organization ceases to exist and is deemed to be defunct from the moment it is removed from the register of enterprises and non-profit (non-commercial) legal entities.

 

Article 9

Final Provisions

 

9.1.      The present Charter (founders/members agreement) is valid from the moment of its signing by all founders/members of the Organization

9.2.      Annulment of any of the provisions of the present Charter (founders/members agreement) will not impact validity of other provisions of the Charter.

9.3   In case of a difference between the present Charter and existing Georgian legislation, the latter will prevail.

9.4.  Georgian language is the official working language of the Organization.

9.5. The present Charter is valid from the moment of its registration with the register of enterprises and non-profit (non-commercial) legal entities.

 

 

__________________________                                    /________________________/                       (Name of founder/member)                                                                           (Signature)