1 Translators and Interpreters Association of Georgia (The Statute) Chapter I Status of the Organization; Goals of the Organization Attachment 1 Article 1. Structural and Legal Form of the Organization; the Name 1. This act represents a statute of a non-entrepreneurial (non-profit) legal entity under private law (hereinafter the organization ). 2. The name of the organization is Translators and Interpreters Association of Georgia. 3. The organization acquires the status of a legal entity from the moment of its registry at the registering body. Article 2. Legal Address of the Organization; Duration of the Organization 1. The legal address of the organization is: 30/43 Barnov Street, Tbilisi, Georgia. 2. The organization is formed for an indefinite time. Article 3. Seal of the Organization 1. The Organization can have a seal. 2. The Board of the Organization takes a decision on procurement of a seal of the organization and defines the size and other details of the seal. 3. Existence or non-existence of a seal on documents issued by the organization or other documents signed by the organization does not entail any legal outcome and it has only an additional protecting function. A signature of a person who enjoys the organization s representative authority is a decisive factor for authenticity of documents authenticity. Article 4. Requisites of a Document Issued by the Organization 1. Each document (letter) issued by the organization must contain: a) The full name of the organization; b) The legal address of the organization; c) The title, name and surname of persons who possess the organization s representative authority. 2. If the organization is in the process of liquidation, this fact along with a liquidator s identity has to be pointed out a document. Article 5. Goals and Activities of the Organization 1. The goal of the organization is to: a) Protect copyrights of professional translators and interpreters; b) Shape translators and interpreters code of conduct; c) Develop a price-making strategy for services provided by translators and interpreters; d) Assist to unite professional translators and interpreters; e) Establish a mutual assistance fund of professional translators and interpreters; guarantee a legal assistance to them; f) Foster formation and perfection of Georgian business terminology;
2 g) Design and launch the translators and interpreters web-page and publish a magazine/bulletin; h) Form of a training school for translators and interpreters. 2. The organization can run any kind of activity which does not contradict to the Georgian legislation and which directly and/or indirectly serves to implementation of the organization s goals. 3. Entrepreneurial kind of activity of the organization can be only of an auxiliary character and any income received from such an activity shall be used solely for realization of the organization s goals. Chapter II Founders; Membership of the Organization Article 6. Founders of the Organization 1. The organization is a legal entity based on a membership. 2. The founders of the organization are: a) Zaza Gachechiladze (born 04.04.1947 in Tbilisi, residing at 30/43 Barnov Street., Tbilisi. Philologist, Personal N01018000823, ID #g 0030712, issued on 24.05.1995 in Tbilisi by the first subdivision of the Ministry of Internal Affairs of Mtatsminda district); b) Michael Nishnianidze (born 23.11.1960 in Tbilisi, residing at Apt. 3, 3b G. Tsabadze Street., Tbilisi. Philologist, Personal N01005008608, ID # d 0814607, issued on 15.11.2005 in Tbilisi by Civil Registry office of Didube district); c) Ivane Menteshashvili (born 13.06.1954 in Tbilisi, residing at Apt. 63, bld. 5, 77 A. Tsereteli Ave., Tbilisi. Historian, Personal N01006003049, ID # d 0448274, issued on 19.02.2004 in Tbilisi by the second subdivision of the Ministry of Internal Affairs of Dudube-Chughureti district); d) Manana Dumbadze (born 24.06.1951 in Tbilisi, residing at Apt.23, 33a Paliashvili Street, Tbilisi. Philologist, Personal N01024008729, ID Ng 0870977, issued on 15.03.2006 in Tbilisi by Civil Registry office of Vake district); e) Nino Mardaleishvili (born 03.11.1975 in Tbilisi, residing at Apt. 113, bld. 22, Gldani III M/R, Tbilisi. Philologist, Personal N01001011492, ID # d 0786557, issued on 30.09.2005 in Tbilisi by Gldani Passport, and Civil Registry office). Article 7. Membership of the Organization 1. The following are eligible for a member of the organization: a) A citizen of Georgia or a foreign State, an individual without citizenship; b) A resident or non-resident legal person of Georgia. A legal person in the organization is represented by an authorized person of the organization s member legal person; at that the founders (members) of the organization s member legal person are not the members of the organization. 2. Joining and leaving the organization s membership is carried out on basis of a written application. A letter of reference by at least two members of the organization is mandatory for a person to become a member of the organization. The board takes a decision on acceptance of a new member in a month s time from the moment of receiving a written application, as for a decision on expelling a member it is taken by
3 the meeting. Breach of this statute and/or presence of other solid reason is an argument for expelling. 3. An expelled member has the right to file a suit on such a decision in the court. 4. A member of the organization has the right to: a) Participate in discussions of the organization s activities and organizational issues, in development and implementation of the organization s plans, programs, projects and other events; b) Vote and be elected in the organization s management or supervising bodies; c) Nominate candidates to be elected; d) Use the organization s material and technical base for achieving the goals of the organization. 5. The member of the organization is obligated to: a) Adhere to the statute of the organization; b) Follow decisions of the management bodies; c) Advocate the organization s goals; d) Do not disclose confidential information related to the organization s activities; e) Pay a membership fee, if the general meeting of the organization determines so. 6. A member of the organization does not have the right to claim the already paid membership fee back (compensation) or submit any claim on any asset of the organization when leaving or being expelled from the organization. 7. Membership of the organization cannot be passed as a heritage. 8. The organization can have Honorary Members. Any individual who has laid a special contribution in the process of actualization of the principal objectives of the organization or is in an intensive cooperation with the organization or serves to achievement of the organization s goal in different ways can be elected as an Honorary Member of the organization. Honorary members of the organization do not have to adhere to the rights and obligations determined by the statute of the organization. 9. Leaving the organization or expulsion of a member does not cause cancellation of the organization except in case when there is no member left in the organization. In such a case the board of the organization is obligated to begin a liquidation process within a reasonable time from the moment of occurrence of such a situation. Article 8. Member Register of the Organization 1. Members of the organization must be registered in a Member Register of the organization; 2. The Board determines the way of keeping the Member Register of the organization; 3. The Chairman of the board of the organization keeps the Member Register. Chapter III Executive Bodies of the Organization Chapter 9. General Assembly of Members of the Organization 1. General meeting of members of the organization is the supreme executive body (hereinafter the meeting ).
4 2. The meeting is authorized to decide upon any issue that is not within the Board s terms of reference. 3. The meeting s decision is considered valid only if the issue was included in the agenda when summoning the meeting. 4. The meeting is competent to: a) Approve the organization s statute and make amendments to it; b) Approve the principle directions, plans and target-oriented programs of the organization; c) Approve the annual performance of the organization; d) Elect the organization s Board members including a chairman of the Board and its Deputy and dismiss them; e) Form the organization s branch office (a representation office) and/or a commission (including a monitoring commission) and cancel them; approve the provisions of a branch office (representation) and a commission; f) Decide upon the labor compensation for the board members; g) Expel the organization s member; h) Impose and cancel the organization s membership fee; determine the amount and a payment schedule of the fee; i) Set up and liquidate the organization s Special Advisory Council; j) Decide other issues determined by this statute and Georgian legislation. Article 10. Procedure for Summoning the Meeting 1. The meeting is summoned by the Board at least once a year or when is necessitated by the interests of the organization. 2. Extraordinary meeting is summoned at a written request of one tenth of the organization s members or at the Board s decision together with an announced agenda of the meeting. 3. Members must be informed on summoning the meeting in writing, via e-mail or publication in the organization s printing facility (if applicable) at least two weeks prior to the meeting. 4. Those members that are unable to attend the meeting can participate in voting in writing. They enjoy the same rights as those attending the meeting. Article 11. Authority of the Meeting; Decision-Making 1. The meeting is authorized if more than half of its members are present. 2. A decision is taken by the majority votes of the meeting while the two third of votes is needed to modify the statute of the organization and a decision on changing the objective of the organization requires at least the four fifth of total votes. 3. In case the votes are divided equally re-voting shall take place but if this is the case on the second time the issue shall be considered rejected. 4. The voting is open unless someone demands on a secret voting. 5. Meeting is carried out according to Regulations. The regulations are approved by the meeting. 6. The Chairman of the meeting signs the minutes of the meeting. He/she is responsible for accuracy and authenticity of the meeting s minutes.
5 7. There exists an authenticity and legality presumption of the meeting s minutes in respect with candid third persons. 8. General meetings are registered in the organization s book of general meetings. The book has to enclose: a) An ordinal number of the meeting; b) Date and place of the meeting; c) Summary of the outcome; d) Identity and signature of a person taking down the records. 8. Chairman of the Board ensures keeping the book of the meetings. Article 12. Cancellation of the Meeting s Decisions 1. A decision of the meeting which contradicts the legislation, the goals of the organization and the aforementioned statute may be terminated by the board or by the meeting itself at the request of any member of the board or the meeting. 2. Cancellation of a decision of the meeting does not necessarily terminate the rights of honest third persons obtained on basis of the contracts signed in accordance with unlawful or contradictory to the statute decision of the meeting. Article 13. The Board of the Organization 1. Board of the organization (hereinafter the Board ) is a permanent managing body of the organization. 2. The Board consists of five members. 3. The meeting elects the Board members for a five-year term. The authority of the Board remains effective after expiration of the term until the new board is elected. 4. In case of resignation of a board member or termination of his/her authority in a different way (dismissal, illness) the Board immediately invites a special meeting which elects a new member for the remaining term. 5. Only the meeting is empowered to dismiss the Board member for exceeding his/her authority, failing to fulfill his/her obligations or contradiction to the statutory goals. Article 14. Terms of Reference of the Board 1. The Board is entitled to: a) Develop drafts of the principle directions, plans, budget and target-oriented programs of the organization and submit them to the meeting; b) Form the organization s line committees, approve the committees provisions, appoint and dismiss the committees managers; c) Form working groups if needed, elect and recall their coordinators; d) Hear reports of the persons appointed (elected) by the Board; e) Accept a member to the organization, accept a Honorary Members; f) Take decision on purchasing and selling the organization s assets; g) Load the organizations assets with liabilities, take a loan, be a pledge or a pledgor in relation with third persons; h) Appoint and dismiss the manager of a branch office (representation). 2. The Board ensures execution of the meeting s decisions. 3. The Board fulfils other functions identified by this statute as well. Article 15. Board Administration
6 1. The Chairman of the Board who is elected by the Board for a 5 (five) years term manages the Board activity. 2. The Board sessions are held at least once in every three months and they are summoned by the Chairman at its own decision or at the request of at least the one third of the board members. 3. The Chairman of the Board leads a session. 4. The Board is authorized if more than half of its members are present. 5. The Board makes a decision by the majority votes. In case the votes get divided equally re-voting shall take place if the votes get divided equally on the second time the issue shall be considered rejected. 6. Board session is carried out according to Regulations. The regulations are approved by the board. 7. The Chairman of a board session ensures recording the minutes. The Chairman of the session signs the session minutes. Signatures of persons attending the Board session can be put as well. 8. The Chairman of a session is responsible for accuracy of the session minutes. There exists an authenticity and legality presumption of the session s minutes in respect with candid third persons. 9. The Board sessions are registered in the organization s Board sessions book. The book must enclose: a) Ordinal number of the session; b) Date and place of the session; c) Summary of decisions made at the session; d) Identity and signature of a person taking down the records. 10. Chairman of the Board ensures keeping the Board sessions book. Article 16. Members of the Organization s Board 1. The Members of the organization s Board are: a) Zaza Gachechiladze (born 04.04.1947 in Tbilisi, residing at 30/43 Barnov Street, Tbilisi. Philologist, Personal N01018000823, ID Ng 0030712, issued on 24.05.1995 in Tbilisi by the first subdivision of the Ministry of Internal Affairs of Mtatsminda district); b) Michael Nishnianidze (born 23.11.1960 in Tbilisi, residing at Apt. 3, 3b G. Tsabadze Street, Tbilisi. Philologist, Personal N01005008608, ID Nd 0814607, issued on 15.11.2005 in Tbilisi by Civil Registry office of Didube district); c) Ivane Menteshashvili (born 13.06.1954 in Tbilisi, residing at Apt. 63, bld. 5, 77 A. Tsereteli Ave., Tbilisi. Historian, Personal N01006003049, ID Nd 0448274, issued on 19.02.2004 in Tbilisi by the second subdivision of the Ministry of Internal Affairs of Dudube-Chughureti district); d) Manana Dumbadze (born on 24.06.1951 in Tbilisi, residing at Apt.23, 33a Paliashvili Street, Tbilisi. Philologist, Personal N01024008729, ID Ng 0870977, issued on 15.03.2006 in Tbilisi by Civil Registry office of Vake district); e) Nino Mardaleishvili (born 03.11.1975 in Tbilisi, residing at Apt. 113, bld. 22, Gldani III M/R, Tbilisi. Philologist, Personal N01001011492, ID Nd 0786557, issued on 30.09.2005 in Tbilisi by Gldani Passport and Civil Registry office). Article 17. The Representational Authority of the Organization
7 1. The organization s individual representational authority is separately granted to the Chairman and Deputy Chairman of the Board which are elected by the general meeting of the organization s members. 2. The Chairman runs the daily work of the organization. 3. The Chairman: a) Acts on behalf of the organization, represents it as within the country so outside its borders; concludes treaties on behalf of the organization. Purchase, alienation and imposing liabilities on a real estate requires the Board s agreement; b) Manages programs and projects drafting process and ensures their implementation; c) Presents principle directions, plans and purposeful programs of the organization s activity and the report on its annual work to the meeting for approval; d) Summons and chairs the Board sessions and manages their work; e) Ensures that the meeting and the Board decisions are followed; divides functions between the Board members; f) Ensures legitimacy of the organization s financial work; g) Requests the responsible persons reports on their work; h) Ensures clerical work is done according to the rights determined by the Georgian legislation; i) Puts labor contracts on behalf of the organization; j) Performs other functions determined by this statute. 4. The Board Chairman could have his/her own Staff. The Staff provisions, quantity and structure are approved by the Board. 5. Deputy Chairman performs functions of the Board Chairman at the Chairman s absence. Besides, the Deputy Chairman has the same representational authority in respect to third persons as the Board Chairman. Chapter IV. Amendments to the Statute Reorganization and Liquidation of the Organization. Closing Provisions Article 18. Amendments to the Statute. 1. Amendments to the organization s statute are made by right determined by this statute. 2. Any amendment that represents a registry fact should be presented to the organization s registering body in the registered by a notary form. 3. The organizations Board is obliged to ensure presentation of registry facts to the registering body. 4. Any registry fact in respect to the conscientious third persons is valid only after the moment of its registration. Article 19. Reorganization of the Organization; liquidation 1. Reorganization and liquidation of the organization takes place upon the meeting s decision or other cases envisaged by the legislation. 2. Information on liquidation should be published. Liquidation takes place by right determined by the legislation. At the liquidation time ongoing tasks should be
8 completed, requirements defined, remaining property expressed in money value and creditors satisfied. 3. The remaining property left as a result of the organization s liquidation will be assigned to one or several non-profit (non-entrepreneurial) legal entity/ies having the similar goals. The specific entity designated for the property receipt shall be determined right by the body taking decision on the organization s liquidation. If no such entity is designated the property shall be distributed as prescribed by the Georgian legislation. Article 20. Resolution of Disputes 1. Any dispute arisen between the organization s members, also between the organization and its members shall be solved on mutual agreement; failing this dispute shall be resolved by the court. 2. Dispute arisen between the organization and third persons will be solved according to the acting legislation. Article 21. Closing Provisions 1. If due to any reason one or more provisions of the aforementioned statute are nullified, it does not entail nullification of the entire statute. In such case, the rest provisions remain valid without the nullified provisions.