Non-entrepreneurial (non-commercial) legal entity
“The Georgian Association of Mediators”
Chapter I General Provisions
Article 1. Requisites
- “The Georgian Association of Mediators” (hereinafter – “Association”) – is union of people with experience or knowledge in mediation field.
- “The Georgian Association of Mediators” is non-entrepreneurial (non-commercial) legal entity founded according to Georgian Civil Code.
- Official name of association is – Non-entrepreneurial (non-commercial) legal entity “The Georgian Association of Mediators” in English.
- Legal address of the association is: Tbilisi, Shartavas str. 40, 10thfloor, 0160 Tbilisi, Georgia. The actual address of the association is: I. Tchavtchavadzis avenue 1, TSU 1stBuilding, 0179 Tbilisi, Georgia.
- Official email address of the association is: firstname.lastname@example.org
- Responsibility of association is limited to its property. Members of the association, also person (people) with executive and representative authority are not responsible for obligations of the association. Also, association is not responsible for obligations of its members and person (people) with executive and representative authority.
Article 2. Aims of the Association and Activities.
- Aims of the association:
- Improvement of mediation in Georgia;
- Protecting interests of mediators;
- Accreditation and training of mediators;
- Development and enforcement of rules of conducts of mediators.
- To achieve its goals, association carries out academic, studying and scientific-research activities. Organizes projects and programs, creates system of disciplinary proceedings. Cooperates with other organizations with common goals, people who are interested in mediation and agencies. Association carries out every other activities according to its goals, that are not prohibited by law.
- Association is allowed to carry out supporting commercial activities, profits of which will be spent on realization of goals of association. Distributing the profits gained by those activities between the founders of association, members, donors, also between people with executive and representative authorities is prohibitedand unacceptable.
- Alienation of the property owned by association is possible, if the alienation serves interests of the association and improvement of the organization, also if it supports achievement of the goals of the association or serves charity purposes.
Chapter II Membership of the Association
Article 3. Member of the Association
- Member of the association can only be the person who has practical experience of mediation, education or experience gained by academic trainings. Person wishing to become member of the association confirms the practical experience, education or experience gained by academic trainings in writing.
- Person, who has special merit in improvement of mediation, by his/her consent and by the decision of the board can become honorary member of the association. Rights and responsibilities of the member provisioned by the charter is not applied to honorary member.
- The board decides joining, exit or expulsion of the member, according to the charter.
- If the candidate of the membership is unable to attend the founding session of the association, he/she has right to trust his/herright to sign the charter, to join the association and to vote, to other candidate of membership, whose authority is confirmed by trustee that is approved by notary rules.
Article 4. Authorities of a Member
- Member of the association has right to:
- Participate in governing of the association according to the charter;
- Occupy any position in the association
- Take advantage of the right to vote during general meeting;
- Submit a proposal or a statement to the executive branch regarding any topics that are in competency of the association;
- Get an information about the activities of the association and any other topics connected to it according to the procedures set by the board;
- Take advantage of all of the resources that are at the disposal of the association according to the procedures set by the board;
- Participate in programs, activities or project carried out by the association; Attend the general meeting.
- Exit the association;
- Exercise any other authority derived from the goals of the association.
Article 5. Obligations of the member of the association
- Member of the association is obliged to:
- Follow the charter and fulfill the decisions made by the board.
- Take care and protect reputation of the association, name, dignity, business reputation, property and other benefits;
- Pay the membership fees within the timeframe.
- Do not share or use confidential information, that become famous to him/her during exercising his/her authority in the association.
- Follow the code of professional ethics of mediators after its approval by the general meeting.
Article 6. Termination of Authority of the Member of the Association
- Authority of the member of the association will be terminated if:
- The member left the membership with his/her own statement;
- Verdict of the court of conviction has come into force against him/her on grave or especially grave crime;
- Court has recognized him/her as missing or dead;
- At the time of joining the association he/she intentionally submitted incorrect documentation;
- The Person was expulsed from the association;
- The person died;
- The person violated obligation defined by the board, charter or other governance body and he/she did not correct the violation in timeframe set by the board.
- The person did not pay membership fees in time and also missed the additional timeframe set by the board.
- The person conducted inappropriate action for the member of the association, which damages the reputation of the association;
- The board of the association is entitled to suspense the membership of the person according to his/her written application.
- In the proper conditions, according to the charter, suspended status of the member will be restored after the elimination of the basis of suspension.
Chapter III Governance/executive Bodies of the Association
Article 7. General Meeting
- The Highest governance body of the association is the general meeting of the association.
- The general meeting is held once in a year within two months after the end of calendar year.
- Exact date of the general meeting is determined by the board and the members are informed about the date and the agenda of the general meetings by the board, 2 weeks prior to the general meeting.
- Any member of the association within two days after receiving the notification according to the third section is eligible to demand explanation from the board regarding any topic of the agenda, express opinion or demand to add additional issues to the project of the agenda that must be in compliance with the aims of the agenda.
Article 8. Extraordinary Meeting
- According to the aims of the association, an extraordinary meeting can be held at any time. Following parties are eligible to invite the meeting:
- The chairman of the board;
- The board
- Not less than 10% of the members of the association;
- If the initiator of inviting the extraordinary meeting is the chairman of the board or the board, they decide the agenda and the date of the meeting on their own. Members are notified about the abovementioned two weeks before.
- If the initiators of inviting the extraordinary meeting are the Members of the association, they decide the agenda of the meeting on their own and address the board. The board appoints the meeting according to the second section and notifies other members of the association about it.
Article 9. Decision making by the General Meeting
- The general meeting is authorized if it is attended by more than half of the total composition. If the member of the association is unable to attend the general meeting and participate in voting process, he/she is eligibleto trust his/her right to attend the general meeting and to vote, to other member of the association. Trustee must be approved by appropriate rule. If the general meeting is not authorized due to the insufficient number of the members attending the meeting, new general meeting will be invited according to this charter.
- Decisions on the general meeting are made by a majority of the attendees, if unless otherwise is provided by the charter.
- As a rule, voting process is carried out in open manner. Election of the members of the board is carried out with hidden voting. The board is obliged to provide every means necessary to ensure technical support of the voting process.
Article 10. Competence of the General Meeting
- The general meeting is authorized to:
- Make amendments to the charter;
- Elect the members of the board;
- Make decision on reorganization or liquidation of the association;
- Approve the association budget;
- Determine membership fees and define its amount and payment procedures;
- Approve the Code of Ethics of the mediators and disciplinary proceedings;
- Approve the auditor;
- Hear, consider and decide the reports of the board and the executive director;
- Hear the reports of the committees, if the agenda includes relevant issues;
- Make decision, amendments or cancel the regulations of the general meeting;
- Make the decisions about the topics that drive from the internal acts and belong to the competence of the association according to its aims;
Article 11. Proceedings of the General Meeting
- The general meeting is chaired by the chairman of the board, who names the secretary of the meeting as soon as the general meeting opens. If the chairman of the board is absent, the general meeting is chaired by the eldest attending member of the association.
- Chairman of the meeting:
- Announces the opening and the ending of the meeting;
- Leads the session;
- Ensures that the procedures of the general meeting and the charter are protected;
- Determines the number of speakers;
- Puts the issues on the ballot and announces the outcomes;
- Carries out other authorities granted by the charter and other integral acts of association;
- The secretary of the general meeting conducts the protocol of the meeting, signs it and carries out other authorities granted by the integral acts of association. The secretary of the general meeting is accountable to the executive director of the association.
- The decision made by the general meeting is in force after the protocol is signed by the chairman and the secretary of the session, unless otherwise is provided by the charter. The protocol should contain:
- Date and place of the session;
- Identities of the chairman and the secretary of the session;
- Identities of the attending members;
- Outcomes of the voting process;
- Decisions made.
Article 12. The Board
- The board leads the association, controls and coordinates activities of any direction and ensures enforcement of the decisions made on the general meeting.
- The board consists of 9 members elected by the members of the association on the general meeting by the majority of the attendees. Activities of the members of the board are not paid and compensated. This position can be allowed for only two consecutive terms.
- Any member of the association can nominate the candidate for board membership. Candidates and their approval in written will be submitted no later than one week before the respective general meeting.
- The candidate who receives the majority of the votes will be considered as elected. If two or more candidates receive equal amount of the votes and the number of those candidates is more than vacant places, than the additional will be held between abovementioned candidates. If the candidate is not verified after the secondary voting, winner between them will be decided by the draw.
- One third of the members of the board are subject to annual rotation based on the decision of the general meeting. At the foundation stage of the association 3 members of the board are elected for 3 years, 3 – for two years, others for – 1 year. Duration of the term of the member will be decided according to the amount of the vote each candidate receives. Candidate that is not able to receive enough votes to be elected is eligible to participate in the election for short term elected membership. 3 Candidate who receive the most amount of votes, will be elected for the respected term. . If two or more candidates receive equal amount of the votes and the number of those candidates is more than vacant places, than the additional will be held between abovementioned candidates. If the candidate is not verified after the secondary voting, winner between them will be decided by the draw.
- First elections are held by rotation principle, and the authority of the members of the next board will last for three years.
- The members of the board create committees according to the base directions of the activities of the association. After approval of the Code of Ethics of Mediators by the association, creation of Ethics Commission is mandatory. The board on its own initiative or by the request of 1/10thof the members is able to create other committees. The committees must include not less than three members. Each member of the board can also be the member of not more than 2 committees. The results of the activities of the committees are periodically presented to the board and they are drawn up by respective decision of the board. From its members the committee elects the head of committee, who leads the activities of the committee.
- Authority of the member of the association will be terminated prior the term in case of resignation on his/her own. Authority of the member of the board will be terminated also due to loss of membership or by the decision of the general meeting. The decision may be based on the gross violation of the charter by the member of the board.
Article 13. Members of the Association
Article 14. Authority and the Rules of Activity of the Board
- The board assembles at least once in two months. The chairman of the board sets the date and notifies members of the board two days earlier.
- The board is authorized if more than half of the members of the board attend the session.
- Decision is made by a majority of the votes.
- The chairman, who informs the members about the opening and the end of the session, leads the session of the board. He/she determines the order of speakers, sets the issue on ballot and announces the outcome of the voting.
- The board of the association:
- Carries out every direction of current activities;
- Works out program of activities of the association;
- Approves accreditation rules for mediators;
- Determines number of employees and payroll policy;
- Appoints executive director of the association;
- Decides on accession of new members, suspension, termination and restoration of membership.
- Develops the concept of budget project and presents it to the general meeting for approval;
- Controls and oversees spending of the resources;
- Concludes a draft of amendments in the charter and presents it to the general meeting for approval;
- Sets the date of the general meeting and notifies the members of the association according to the charter;
- Develops an agenda of the general meeting and according to the rules of the charter notifies the members of the association about it;
- Makes a decision on funding projects submitted to the board or funding of other necessities;
m) Makes a decision on awarding the status of honorary membership.
- Finds financing according to the needs of the association and ensures the awareness of the association about the activities of the association and mediation.
- Caries out other activities due to the goals of the association, that do not violate the charter.
- The board of the association makes decision on the tasks under its authority in the form of resolutionthat comes in force immediately after it is signed by the chairman.
Article 15. Chairman of the Board
- The chairman of the board is Levan Janashia.
- The board elects the chairman from its members with more than half of the total composition for one year term. Position is allowed to be held only for two consecutive terms.
- The chairman of the board invites and leads sessions of the board. According to the decision of the board, the chairman makes public statements by various means and news outlets, leads and organizes the activities of the board, supervises enforcement of the decisions made by the board.
- The chairman of the board:
- Unilaterally represents the association with third parties;
- Caries out activities of the association in compliance with the determined goals of the association;
- Invites and leads sessions of the board;
- Signs resolutions made by the board;
- Exercises other authorities according to the goals of the association;
Article 16. Executive Director of the Association
- An Executive director of the association is Mari Tsitskishvili.
- The Executive director of the association leads current activities of the association. Supports coordinated and effective relationship between the bodies of the association.
- Authorities and obligations of the executive director, also his/her salary is determined by the board.
- The board elects the executive director by the nomination of chairman of the board.
Article 17. Founders of the Association
Chapter IV Property of the Association
Article 18 Finances and Properties of the Association
- Incomes of the association must be spent on determined interests and goals of the association;
- Source of income of the association is:
- Membership fees;
- Any other means allowed by the law;
- The chairman of the board has authority to establish foundations supporting the association;
- Property and the assets of the association is managed by the board of the association according to the charter.
Article 19. Association Audit
- For inspection and control of financial activities of the association, incomes and spending, an auditor may be elected by the general meeting.
Chapter V Final Provisions
Article 20. Reorganization and liquidation of the association
- Decision on reorganization and liquidation of the association is made by the general meeting by majority of the vote of the attendees, with no less than 3/5 votes of the total composition.
- During liquidation, current activities must be finished, demands must be set, remaining property must be expressed in money, creditors must be satisfied and remaining assets must be distributed between authorized people.
- Decision on starting of the liquidation process of the association must be registered in registry of entrepreneurial and non-entrepreneurial (non-commercial) legal entities. Liquidation process is considered to be started after the moment of registration.
- People entitled to receive the remaining property after the liquidation, are determined by the general meeting of association.
- During the liquidation of the association property can be alienated if:
- Alienation supports promotes the implementations of its goals;
- Serves charity purposes;
- The property is transferred to other non-entrepreneurial (non-commercial) legal entity.
- If the general meeting does not determine the authorized people entitled to receive the remaining property after the liquidation, court will hand over the remaining property respectively to one or several non-entrepreneurial (non-commercial) legal entities, that have same gals and purposes. If the organizations mentioned above do not exist, or finding of those organizations is impossible, decision may be made to hand over the property to the state. The court may distribute the property within the six months after the registration of the liquidation.
- Liquidation is carried out by the executive director of association or the liquidator appointed by the law. The liquidator is responsible as a person equipped with governing and representative authorities.
Article 21. Implementation of the Charter
- The charter comes into force from the moment of signing by the founders.
- Annulment of any provision of this charter will not affect the validation of other provisions of the charter.