Non-entrepreneurial (non-commercial) legal entity – Article 42 of the Constitution

1. General provisions

1.1. “Article 42 of the Constitution” – a non-entrepreneurial (non-commercial) legal entity, (hereinafter referred to as the Organization) represents a voluntary union focused on human rights advocacy.
1.2. The Organization exercises its activities based on Georgian Constitution, legislation and the Charter.
1.3. The organization represents a legal entity with its own property and balance, accounts in the bank including dollar and settlement accounts, a round seal, emblem and other essential elements approved by the organization.
1.4. Juridical address of the Organization is: #12 Dzmebi Zubalashvilebi Street (aka 12 Shevchenko Street, V Floor, Tbilisi, Georgia. Tel: (995 32) 99 88 56/93 28 59.
1.5. The organization performs its activities on the territory of Georgia, as well as beyond its borders.
1.6. The founders of the Organization are as follows: Lia Mukhashavria, Shorena Nazgaidze, Alexandre Gamkrelidze, Davit Arabuli, Elguja Kurua.

2. Goals

2.1.The goals of the Organization are as follows:
2.1.1. Introduce and facilitate the implementation of the rights specified in the Constitution of Georgia, European Convention on Human Rights and Basic Freedoms, practices of the European Court, Georgian and international legal norms having the legal power, and Georgian legislation;
2.1.2. Introduce the principle of supremacy of the law;
2.1.3. Support the improvement of the Court system;
2.1.4. Support human rights advocates in performing their work, including the improvement of their professional level;
2.1.5. Improve legal culture and legal awareness of local public;
2.1.6. Facilitate legal education;

3. Objectives

3.1. The objectives of the Organization are as follows:
3.1.1. Study of international experience in the sphere of human rights protection; comparative analysis and its introduction;
3.1.2. Strategic litigations within the country and protection of human rights in international organizations;
3.1.3. Analysis of legislation in force and efforts directed to its improvement;
3.1.4. Cooperation with local and international human rights protection organizations, including professional associations of lawyers;
3.1.5. Education activities;
3.1.6. Carrying out information campaign related with human rights protection;

4. Forms of activities

4.1. In order to achieve its goals and objectives the organization:
4.1.1. Represents and protects the rights of physical persons and legal entities in local and international court instances;
4.1.2. Carries out legal counseling;
4.1.3. Organizes meetings, conferences, seminars, debates, etc.;
4.1.4. Conducts surveys and monitoring in the sphere of human rights protection;
4.1.5. Organizes publishing and translation activities;
4.1.6. Distributes relevant legal literature and information;
4.1.7. Carries out other activities not restricted by the legislation in force.

5. Organization members, their rights and duties

5.1. Membership
5.1.1. Any physical person shall be qualified for the membership of the Organization if he/she: Recognizes the goals and objectives of the organization; Is interested in working on the issues related with human rights protection; Has no less than 3-month experience of working for public benefit;
5.1.2. A member of the organization cannot be a public servant or a member of any political party;
5.1.3. The Board shall make decision on the membership;
5.1.4. A candidate should submit his/her application, references of three members of the organization who are not the members of the Board.
5.2. Rights of the members
5.2.1. A member of the organization shall have the right to: Elect and be elected to the governing or other bodies; Attend the Board meetings, and present his/her ideas and visions of the Organization development; Apply and/or file complaint to the Board or the Executive Director about the issues falling under their competences; Participate in the programs, projects and other type of activities of the Organization; Receive information related to the activities of the Organization, and take advantage of the information available within the organization; Have an access to financial and other type of documentation; Drop the Organization membership;
5.3. Duties of the members
5.3.1. A member of the Organization shall be obliged to: Meet the requirements specified in the present Charter; Carry out the activities beneficial for the Organization; Observe the internal regulations and norms of ethics Implement the decisions made by the Board as well as instructions issued by the Executive Director; Not to distribute or hand to the third person the information classified as confidential by the Organization; Take charge of the prestige and the property of the Organization; Pay membership fee in conformity with the rule set by the Board, amounting to GEL 5 per month;
5.4. Termination of membership
5.4.1. The membership of the Organization shall be terminated: Based on a personal written statement; In case of fragrant violation of the Charter, internal regulations and ethics; In case if a member does not meet the requirements set in Article
5.1.1 of the present Charter; In case of non-payment of the membership fee for six months;
5.4.2. The decision about the termination of membership shall be made by the General Assembly of the Organization.
5.5. Suspension of membership
5.5.1. The Board shall make the decision on the suspension of the membership: In case if a member becomes a public servant or a member of a political party; In case if a member has not paid membership fee for six months;
5.5.2. In case of membership suspension, the member shall have the right to attend the General Assembly of the Organization; however, his/her rights and duties specified in Article
5.2 shall be suspended.

6. Governing bodies of the organization

6.1. General Assembly of the members
6.1.1. The highest governing body of the organization is the General Assembly of the members;
6.1.2. Any member of the Organization, except for those whose membership was terminated, shall have the right to participate in a General Assembly;
6.1.3. General Assembly shall be held once a year, no later than 12 months after the previous assembly. The Board shall be held responsible for informing the organization members about the time and agenda of the Assembly no later than 2 weeks before the Assembly. The same timeframe shall be valid in case of convening an extraordinary General Assembly.
6.1.4. Extraordinary General Assembly shall be called: Based on the decision of the Board; Based on the demand of no fewer than 5 (five) members of the Organization;
6.1.5. General Assembly shall be considered empowered if more than a half of the total number of the members participates in it;
6.1.6. If an assembly lacks a quorum, and in case of a second calling, the General Assembly shall be empowered if more than 1/3 of the total number of the members participates in it.
6.1.7. The following falls under the competence of a General Assembly: Adoption of the Charter and making changes to it; Identification of the key trends of the organization’s activities; Election of the Board members; Approval of the Board report; Creation of a Revision Commission on as needed basis in order to audit the use of financial and material resources. The authority of the Commission shall be defined by the General Assembly; Review of membership termination in cases envisaged by articles and; Set the amount of membership fee;
6.1.8. Decisions of the General Assembly, except for the changes to be made to the Charter, shall be made by secret ballot, by simple majority of votes. In case of the changes to the Charter the decision shall be made by 2/3 of the votes of the members attending the Assembly.
6.2. Board
6.2.1. Board shall lead the activities of the organization during the periods between General Assemblies. The Board shall be lead by the Chair.
6.2.2. Board meetings shall be convened at the request of the Chair or the Board member at least once a month.
6.2.3. Board shall be empowered if more than a half of the members attend the meeting; the decision shall be made by majority of votes. In case if the votes are divided equally, the Chair shall have the decisive vote.
6.2.4. Functions of the Board: Development and adoption of the Strategic Development Plan of the Organization; Development of particular trends of the activities of the Organization and proposal-related ideas and their submission to the Executive Director at least once every three months; Review and adoption of the proposals submitted to the Executive Director; Set date for and organize General Assembly; Appointment of the Executive Director on competitive basis, and his/her removal; Hear and approve the report of the Executive Director; Based on the motion of the Executive Director, make decision on the disposal of financial resources received from other sources, and not envisaged in a particular budget; Establishment and approval of structural units of the Organization; Creation of an Advisory Board, definition of its composition and rule for activities; Development and adoption of internal regulations and norms of ethics, and monitor their observation; Election of main and standby composition of the Competition Commission, and its approval for the period of one year; Development and approval of the regulations of the Competition Commission; Make decision on membership; Make decision on termination of membership in case of personal written statement; Make decision on the suspension of membership, as well as on the abrogation of the decision in case of obliteration of the basis for suspension; Termination of a Board member authority in cases specified by articles, and; Definition of the rule for membership fee payment; Review the statements and complaints of the members of the Organization, Executive Director, and third persons containing the issues falling under the competence of the Board; Review of other issues not falling under the competences of General Assembly and Executive Director.
6.3. Board members
6.3.1. Board consists of 5 members of the Organization. The Board members shall be elected based on rotation principle, for a two-year period. If the candidates receive equal votes, second round shall be appointed.
6.3.2. A person shall not be elected as a Board member for more than two consecutive terms of office.
6.3.3. Responsibilities of a Board member are: Attend the Board meetings and participate in its work; In case of not attending a meeting, get acquainted with the approved decisions, and make efforts for its implementation; Develop proposals and ideas related with the Strategic Development Plan and trends of the activities of the Organization;
6.3.4. The term of office of a Board member shall be terminated at the decision of the Board: Based on personal written statement; Due to expiration of the term of office; If a member does not perform his/her duties and responsibilities for more than three months; If a member does not attend the Board meetings for three consecutive times, without any good excuse; In case of termination or suspension of the membership of the Organization – before the General Assembly makes its decision; The member of the Board whose membership issue is under discussions, shall not participate in the decision-making process about the termination of the term of office;
6.3.6. In case of early termination of a Board member’s term of office, the member of the Organization having received the highest amount of votes after the elected member shall replace the Board member.
6.3.7. The Board members are: Nazi Janezashvili Archil Chopikashvili Anna Tvaradze Tamar Gabisonia Nino Elbakidze
6.4. Chair of the Board
6.4.1. Chair of the Board shall be elected by the Board, based on majority of votes, with the term of office of a Board member
6.4.2. Chair of the Board: Shall Lead the Board activities; Shall present the organization to the third persons within his/her competences; Shall submit reports to the General Assembly regarding the activity of the organization; Shall present the main directions of the activity of the Organization to the General Assembly for approval. Shall convene the Board meetings at least once a month, and inform the Board members about the date and agenda of the meeting no later than five (5) days before the meeting.
6.5. Executive Director
6.5.1. Executive Director shall act on behalf of the organization in agreement with the Board, and represent the organization in the relations with the third person. 6.5.2. The Executive Director shall be appointed by the Board for a two (2)-year period. Appointment of a person for more than two consecutive terms of office shall be inadmissible.
6.5.3. Executive Director: report to the Board on his/her activities once every three months; submit programs and projects to the Board for approval; sign the financial documents of the Organization; dispose and be responsible for the use of financial and material resources; lead the work of the administration of the Organization; conclude contracts on behalf of the Organization; Shall announce and hold competition for the vacancies, as specified in the regulations approved by the Board; Shall monitor the observation of internal regulations and the norms of ethics of the Organization, and consult with the Board in terms of carrying out appropriate measures in case of need; Based on his/her decree, and with the agreement of the Board, shall appoint Acting Executive Director in case of inability to perform the duties for three months due to business trip or other good excuses (illness, family conditions). The Acting Executive Director shall be transferred all the rights and duties of the Executive Director specified in the Charter, except for the termination of a service agreements of the staff members.
6.5.4. The term of office of the Executive Director shall be terminated: on personal written statement; to expiration of the term of office as defined by the Charter; Due to non-implementation of the duties imposed based on the Charter and the service agreement; to inability to perform his/her duties for three consecutive months;

7. Assets, entrepreneurial activity and responsibility

7.1. The assets of the Organization shall be formed by general funds, essential for the implementation of activities defined in the charter, working capital and other assets specified in the balance of the Organization.
7.2. The Assets shall be made up of:
7.2.1. Membership fees;
7.2.2. Grants and donations;
7.2.3. Income generated from the enterprises set up with the participation of the Organization;
7.2.4. Other legal sources;
7.3. The Organizations has the right to carry out commercial activities as defined by legislation;
7.4. The profit generated from its commercial activities, shall not be distributed among the members of the Organization. It can only be used for the purposes and goals defined by the Charter.

8. Liquidation

8.1. The Organization shall be liquidated:
8.1.1. Based on the decision of the General Assembly;
8.1.2. In other cases specified in the legislation;
8.1.3. In case of liquidation, based on the Board decision, the assets shall be transferred to other NGO, engaged in similar activities.