SECRETARIAT OF THE ARMENIAN NATIONAL PLATFORM OF EASTERN PARTNERSHIP CIVIL SOCIETY FORUM UNION OF NON-PROFIT LEGAL ENTITIES CHARTER
- GENERAL PROVISIONS
1.1. The “Secretariat of the Armenian National Platform of the Eastern Partnership Civil Society Forum” union of non-profit legal entities (“EaP CSF ANP Secretariat” union in short, hereafter referred to as Union) is a non-profit organization established with the purpose of regulating the joint activities of its member legal entities, as well as representing and protecting their common interests.
1.2. The full name of the Union in English is “Secretariat of the Armenian National Platform of the Eastern Partnership Civil Society Forum” union
In Armenian: «Արեւելյան գործընկերության Քաղաքացիական հասարակության ֆորումի Հայաստանի ազգային պլատֆորմի քարտուղարություն» միություն
In Russian: “Секретариат Армянской национальной платформы Форума гражданского общества Восточного партнерства” союз
1.3. The seat of the Union shall be at the following address: 9B, Ghazar Parpetsi Str., Yerevan 0002, Republic of Armenia; tel: 53-00-67, 53-35-41.
1.4. The founding members of the Union are: “Yerevan Press Club” NGO, “Communities Finance Officers Association” NGO, “Martuni Women’s Community Council” NGO, “Media Diversity Institute” NGO, “Analytical Centre on Globalization and Regional Cooperation” NGO, “Protection of Consumers Rights” NGO, “Helsinki Citizens’ Assembly Vanadzor Office” NGO, “Helsinki Committee of Armenia” human rights NGO.
The founding members of the Union shall decide on the establishment of the Union, approve the first Charter of the Union and set up the composition of the first Board of the Union.
1.5. The Union operates on the basis of RA Constitution, RA legislation, RA International Agreements and the present Charter.
1.6. The members shall not bear responsibility for the liabilities of the Union. The Union shall not bear responsibility for the liabilities of its members.
1.7. The Union is a legal entity and shall be deemed as established on the date of its state registration. The Union shall have a round seal with its name (in Armenian, Russian and English) and logo. The logo of the Union is a six-ended multicolor (green, blue, orange, yellow, purple, red) image of rays (each of the rays symbolize the member states of the Eastern Partnership), which join together around a blue circle sign, which symbolizes the European Union. The Union may have a stamp, letter-head, trademarks, other marks and distinctive signs, registered in a manner prescribed by law. In terms stipulated by law, the Union shall open bank accounts at Armenian and foreign banks in national and foreign currencies.
1.8. The Union shall be entitled to independently adopt its strategic plan.
1.9. The Union shall have its own separate property and shall be responsible for its obligations with this property, as well as shall have the right to sign contracts and agreements, on its behalf, acquire and exercise property and personal non-property rights, bear duties, act as a plaintiff or respondent at court.
1.10. The Union shall possess, use and dispose/manage the property it owns under proprietary rights in the manner defined by the law and the present Charter.
1.11. The Union shall have the right to establish branches, representative agencies and offices in the territory of Armenia or outside of it, which operate on behalf of the Union pursuant to the Charter approved by the Board of the Union.
1.12. Liability for commitments entered into by the Union shall be confined solely to the assets of the Union, which, in terms defined by law, may be subject to confiscation.
1.13. The Republic of Armenia shall not bear responsibility for the liabilities of the Union. The Union shall not bear responsibility for the liabilities of the Republic of Armenia and its communities.
1.14. Restriction of the rights of the Union may be practiced only in cases and in the manner defined by the law.
1.15. The Union is entitled to defend its civil rights by all means not prohibited by law.
1.16. The Union is entitled to enter international associations and organizations, if the activities of the latter ones are in compliance with the goals and objectives pursued by the Union.
1.17. The Union is established and shall operate based on the principles of publicity, voluntary membership, equality of the members before the law, self-governance, and joint leadership. The Union has no political or religious purpose.
1.18. The Union serves the fulfillment of goals and interests, sought by the Armenian National Platform (hereinafter referred to as ANP) of the Eastern Partnership (hereinafter referred to as EaP) Civil Society Forum (hereinafter referred to as CSF).
1.19. The Union operates in the territory of the Republic of Armenia and other foreign countries in compliance with the acting legislation of the given country. The Head Office of the Union is situated in Yerevan.
- GOALS AND FUNCTIONS OF THE UNION
2.1. The Union seeks to provide organizational and technical assistance to the ANP in its efforts that aim at implementing EaP projects, harmonizing the solutions of the country’s domestic problems with the EU standards, ensuring participation and awareness of all segments of general public and carrying out democratic reforms consistently
2.2. The Union will act as the Secretariat of the EaP CSF ANP. (The Armenian National Platform of the Eastern Partnership Civil Society Forum is a voluntary association of the Armenian civil society organizations formed in conformity with the mission and principles of the EaP CSF . The ANP members make utmost efforts to realize the EaP goals in Armenia as well as in the entire region.)
2.3. To achieve these goals the Union shall address the following issues:
- provide organizational and technical support to the meetings and regular operations of the ANP and its bodies – CSF Armenian delegates’ general assembly, Convention of Armenian delegates to a current CSF Assembly, Executive body of ANP, Working groups and sub-groups of ANP, as well as assist them in their efforts of raising funds and in managing finances,
- secure efficient communication and liaise with the Secretariat of the EaP Civil Society Forum for the purpose of fulfilling the above-mentioned functions, as well as organizing the works of the ANP and its Working Group,
- ensure dissemination of information related to the ANP and EaP CSF and raising its public awareness,
- may implement other functions not prohibited by law and the present Charter.
- MEMBERS, MEMBERSHIP IN THE UNION AND ITS TERMINATION
3.1. Members of the Union may include organizations that operate in the territory of the Republic of Armenia, undertake to abide by the present Charter, are Armenian delegates to one of the CS Forum’s Assemblies (organizations which have received an official invitation to participate in the CSF Assemblies and confirmed their status by participating in the Assembly shall be regarded as a delegate), are members of the CSF Armenian delegates’ general assembly, and contribute to the accomplishment of the goals and objectives, sought by EaP and EU-Armenian integration, pay admission and regular membership fees. (The Armenian delegates to one of the CS Forums’ Assemblies shall be entitled to the CSF Armenian delegates’ general assembly’s membership by expressly confirming their participation in that body and by reaffirming their membership through informing the CSF Armenian National Coordinator not later than one week prior to each annual meeting of the general assembly.)
3.2. The application of admission to the Union shall be addressed by a person authorized by the civil society organization and must be approved by the General Assembly of the Union upon its submission.
3.3. The members of the Union are full-fledged members and enjoy the same rights and obligations as the founding members do.
3.4. Each member of the Union has one vote.
3.5. An organization willing to become a member of the Union shall:
- submit an application to the Board of the Union,
- get acquainted with the Charter of the Union
- submit the decision about the admission to the Union, adopted by the organization’s authorized governing body,
- pay the admission fee
- submit evidence confirming that the organization is an Armenian delegate to one of the CS Forum’s Assemblies.
3.6. The applicant shall make a lump-sum payment of admission fee in the amount of 12.000 (twelve thousand) AMD within 15 days after receiving notification and approval by the General Assembly on the decision of the Union Board on its membership. The admission fee is calculated the membership fee for the current year
3.7. The members of the Union shall pay annual membership fee, is defined in a fixed amount – 12.000 (twelve thousand) AMD. The annual membership fee of the Union members shall make a lump-sum payment of the annual membership fee by January 31 (inclusive) of the reporting (given) year. Membership fee shall be paid in currency (RA drams).
3.8. Members of the Union may make donations to the Union in the form of other monetary and property means in addition to the membership fees, defined in Point 3.7 of the present the Charter.
3.9. The membership terminates at the moment of:
- delivery to the Board of the Union a written resignation of membership,
- dissolution of the member-organization,
- dissolution of the Union.
3.10. In addition to the cases prescribed by Point 3.9 of the present Charter, the membership may be terminated by a decision on expulsion, rendered by the General Assembly of the Union in cases defined in Point 3.11 of the present Charter.
3.11. A member organization of the Union may be expelled from the Union, when it:
- fails to perform or improperly performs the obligations enshrined in the present Charter or the Founding Agreement of the Union,
- acts in a manner that is detrimental to the interests of the Union and the ANP,
- is in non-compliance with its admission and membership fee obligations,
- the official representative of the organization or a person duly authorized by it has an unjustified absence for the regular or extraordinary meeting of the General Assembly of the Union . The decision on the unjustified absences is rendered by the Board.
- its membership in the CSF Armenian delegates’ general assembly is terminated.
- RIGHTS AND RESPONSIBILITIES OF THE UNION MEMBERS
4.1. The members of the Union have the right to:
- participate in the works of the General Assembly of the Union and raise issues for consideration of the General Assembly and the Board,
- participate in the development of the main directions of the Union’s works,
- be selected as a member of the Union’s elected bodies, in terms defined by Points 2. and 11.1. of the present Charter,
- participate in the consideration of the budget of the Union,
- receive information on the activities of the Union,
- appeal the resolutions of the bodies of the Union,
- be acquainted with the processes and events unfolding in the Union and the CSF and ANP, in general,
- exercise other rights prescribed by the present Charter.
4.2. It is the responsibility of the members of the Union to:
- participate in the works of the General Assembly of the Union
- promote and not damage the reputation of the Union,
- fulfill the Union’s Charter requirements,
- assist in the accomplishment of the objectives, goals of the Union and carry out the decisions of the Union’s governing bodies,
- perform assigned duties in good faith,
- accomplish other responsibilities undertaken mutually and voluntarily.
- STRUCTURE OF THE UNION AND GOVERNING BODIES
5.1. The governing bodies of the Union shall be:
- the General Assembly of the Union members (hereinafter referred to as General Assembly)
- the Board of the Union (hereinafter referred to as Board)
- the Chairperson of the Union’s Board (hereinafter referred to as Chairperson of the Board).
5.2. When carrying out their activities and making decisions, the governing bodies of the Union shall be governed by law and the requirements defined in the present Charter. The governing bodies of the Union (their members) shall bear responsibilities, in terms defined by law, for the damages caused to the Union as a result of their actions (inaction).
- GENERAL ASSEMBLY OF THE UNION
6.1. The highest authority of the Union shall be the General Assembly of the members of the Union.
6.2. The General Assembly enjoys the authority to;
- adopt the Charter of the Union and introduce amendments and supplements to it;
- listen to and approve the reports presented by the chairperson, board, managing director and administrative office of the Union,
- listen to and approve the reports of the supervising commission of the Union,
- determine the main directions of activity of the Union for the next period of time,
- decide on the admission and expulsion of the Union members,
- in terms defined in Point 2 of the present Charter approve the Board, and the candidacy for the Managing Director of the Union, introduced by the Board,
- elect the supervising commission and its chairperson,
- consider appeals, comments and recommendations addressed by the Union members to the General Assembly
- approve the budget of the Union,
- make decision on liquidation and re-organization of the Union,
- exercise other authorities prescribed by law and by this Charter.
6.3. Order for Convening and Conducting of Meeting of the General Assembly
- The General Assembly shall govern the Union through convening regular and extraordinary meetings.
- The annual General Assembly shall be summoned after the annual Assembly of the EaP CSF but not later than within one month.
- Extraordinary General Assembly shall be summoned upon necessity, by the decision of the Chairperson of the Union’s Board, by the decision of the Union’s Board upon the demand of 1/3 of the members of the Union.
- The members of the Union shall be notified of the agenda, the place, date and the hour of the meeting of General Assembly not later than 72 hours prior to the conduction of the meeting.
- The meeting of the General Assembly shall be conducted in the form of the joint gathering of the members of the Union or in absentia – through using telecommunication means.
- The General Assembly of Union members shall reach a quorum with the presence of 51% of Union members.
- The Heads of the member organizations of the Union shall participate in the meeting of the General Assembly. In case of impossibility of to participate, the head of the organization may delegate an authorized person to the meeting of the General Assembly.
- Resolutions of the General Assembly shall be adopted by a simple majority of votes cast by members of the Union present or represented at the Assembly, unless stipulated otherwise by the present Charter.
- The General Assembly of Union members shall be chaired by the Chairperson of the Union’s Board or, upon his/her absence, by any member of the Union Board by consent of other Board members.
- BOARD OF THE UNION AND CHAIRPERSON OF THE BOARD
7.1. The Board of the Union shall be a permanently acting body governing the activities of the Union in periods between the meetings of General Assembly of the Union members.
7.2. The Board shall be comprised of the CSF Armenian National Coordinator and the Coordinators of the ANP working groups. (The CSF Armenian National Coordinator shall be elected by a simple majority of vote among the delegates to a current Assembly of the Civil Society Forum by these delegate-organizations, which have received an official invitation to participate in the current CSF Assembly and have confirmed their status by participating in the Assembly.) In cases, when the member of the ANP Executive body (comprised of CSF Armenian National Coordinator and the Coordinators of the ANP working groups), willing to serve at the Union’s Board are less than 5, the vacant seats at the Board are filled from the members of the Union and are elected by the General Assembly.
7.3. Coordinators of ANP Working Groups shall be elected (on a personal basis) by a simple majority vote of the CSF Armenian delegates’ general assembly members involved in respective working groups from among the Armenian delegates to a current CSF Assembly. (Each member organization of the CSF Armenian delegates’ general assembly shall be entitled to vote (to have the right of vote) only in one Working group.)
7.4. The composition of the Board shall be approved by the General Assembly.
7.5. The Members of the Board will not receive financial remuneration for serving on the Board. They are entitled to reimbursement for travel and other expenses incurred when the latter are reasonable and in relation to performing Board activities.
7.6. The Board shall be authorized to:
- appoint and dismiss the Managing Director of the Union and other employees of the Union,
- approve the budget of the Union and the annual plan of its activities for the next calendar year, proposed by the Managing Director before their submission to the General Assembly for approval,
- prepare and present the Annual Narrative and Financial Report of the Union to the General Assembly,
- consider and ratify the annual balance sheet and External Auditor’s Statement of the Union,
- decide on the organizational structure of the Union’s Administrative Office, the number of employees, and the related costs;
- approve internal regulations of the Union,
- decide on any loans, credits or deposits, as well as on any security against assets of the Union,
- decide on acquisition or sale of real estate on behalf of the Union,
- adopt resolutions on the establishment of separate subdivisions, branches, representations and offices of the Union,
- rule on other issues that are assigned by the General Assembly of the Union, the present Charter and the law.
7.7. Board sessions shall be summoned upon necessity by the Managing Director of the Union, as well as at the request of 1/3 of Board members, but at least twice a year. The Board reaches a quorum with the presence of 2/3 of Board members.
7.8. The Managing Director shall participate at the Board meetings with an advisory vote. The Board makes decisions with a simple majority of Members present. Resolutions on incurring financial liabilities against the assets of the Union, on acquisition or sale of real estate owned by the Union are adopted by the 2/3 of the votes of Members present. If there is an equality of votes, the vote of the Chairperson of the Board shall be considered as decisive. Minutes shall be taken for Board sessions. Session minutes shall be drawn within five workdays following the sessions and signed by the Chairperson of the Board and the Secretary of sessions. The Board shall report to the General Assembly.
7.9. The CSF National Coordinator is ex officio Chairperson of the Board. The responsibilities of the Chairperson of the Board shall include but not be limited to:
- organizing the activities of the Union,
- presenting the Union in the state, public and international institutions,
- convening and chairing the Board sessions,
- organizing the drawing of minutes of Board sessions.
- MANAGING DIRECTOR AND THE ADMINISTRATIVE OFFICE
8.1. The Managing Director and the administrative office manage the daily operations of the Union.
8.2. The Director shall be appointed by the Board through a competition and shall be re-affirmed after each annual assembly within a month.
8.3. The Managing Director within his/her jurisdiction, shall act on behalf of the Union without a power of attorney/authorization, shall present its interests, manage its property, including funds, sign civil, legal and employment contracts, give mandatory instructions to the Union’s hired employees, undertake other authorizations defined by the Board of the Union. With a consent reached with the Chairperson of the Board, the Managing Director shall execute all the rights and obligations of the employer, issue powers of attorney/authorizations, open settlement and other accounts in banks, confirm staff, issue orders.
8.4. The Managing Director manages the daily operations of the Union’s Administrative Office and shall be responsible before the Board and General Assembly for these activities, including for the use of the Union funds and for implementing decisions of the Board.
The responsibilities of the Managing Director shall include, but not be limited to:
- preparing the draft annual plans of activities in line with the goals and functions of the Union,
- elaborating the annual balance sheet of the union,
- raising funds.
The Managing Director shall be authorized to make decisions on acquisition, possession, usage and management property with a cost over AMD 2 million, as well as alienation and withdrawal of property with a cost over AMD 500,000.
8.5. The number of the Union’s employees shall be defined in accordance with the volume of work, the organizational structure of the Administrative Office is introduced by the Managing Director and approved by the decision of the Board.
- SUPERVISING COMMISSION OF THE UNION
9.1. Upon the decision of the General Assembly of the Union a supervising commission may be established.
9.2. The supervision of the financial, economic activities of the Union and its governing bodies shall be conducted by the supervising commission, which shall be elected on a one-year term by the General Assembly among the member organizations of the Union.
9.3. The members of the supervising commission shall not be eligible to be elected to the governing bodies of the Union.
9.4. The supervising commission shall consider issues and make decisions with participation of more than half of the members and by simple majority of votes.
9.5. The supervising commission exercises supervisory activities upon the request of the Union’s member. Upon the decision of the General Assembly the supervising commission shall undertake an audit of the organization.
10. PROPERTY OF THE UNION, SOURCES OF ORIGIN AND TERMS OF ITS USE
10.1 The Union may, on its behalf, sign contracts and agreements, acquire proprietary and personal non-proprietary rights and undertake obligations, present and defend the interest of the Union and its members at other public organizations, courts, state and local self-government bodies.
10.2. The sources of origin of property of the Union shall be:
- membership fees and target fees;
- grants, donations and contributions of legal entities and individual persons (including foreign ones);
- other revenues, not prohibited by law.
10.3. Resources of the Union shall be used only for the realization of the statutory goals and objectives of the Union.
10.4. In terms prescribed by law, the Union may be engaged in entrepreneurial activities, establish or participate in companies and economic associations, and shall use the profit derived from these activities for the realization of the statutory goals of the Union.
11.THE PROCEDURES OF RE-ORGANIZATION, LIQUIDATION OF THE UNION
11.1. The Union may dissolve upon the resolution of the General Assembly with 2/3 of the members’ votes or by the court decision in the manner stipulated by the RA Legislation.
11.2. In the event of dissolution, the General Assembly shall create a dissolving commission, determine the procedure and the terms of the liquidation, draw up the final calculation of the capital of the Union.
11.3. After dissolution, upon satisfying the creditors’ claims as stipulated by law, the remaining property shall be used for the achievement of the statutory goals and objectives of the Union and, if that not being possible, the property shall be transferred to the state budget.
11.4. The Union, upon the resolution of the General Assembly, may be re-organized in the manners and procedures stipulated by the law.