Charter | The Law Foundation of Armenia

LAW FOUNDATION OF ARMENIA, ESTABLISHED on 23 August, 2003

Founders of the Foundation: Karen Zadoyan, Davit Abgaryan, ArtsrunMirzoyan

REGISTERED by the State Register of Legal Entities of RA, on 09 September 2003.

Registration N 222.160.00196

State Registration N 03. A 061099

Chief of the State Register: G. Sargsyan

Charter

Law Foundation of Armenia

Yerevan 2003

GENERAL PROVISIONS

1.1. The Law Foundation of Armenia (hereinafter referred to as “Foundation”) is a non-profit (non-governmental) organization, which is established on the basis of voluntary financial contributions, pursuing scientific, educational, social and other public purposes.

1.2. The Foundation was established by Karen Zadoyan, Davit Abgaryan and ArtsrunMirzoyan on 23.08.2003.

1.3. The Foundation acts in accordance with the Constitution of the Republic of Armenia, the acting laws of RA, international treaties and the present Charter.

1.4. The activities of the Foundation are based on the principles of legitimacy, self-governance, publicityand voluntarism.

1.5. The Foundation operates on the whole territory of the Republic of Armenia. It is also entitled to operate in foreign countries in accordance with the legislation of those countries.

1.6. The full name of the Foundation is: ՀԱՅԱՍՏԱՆԻԻՐԱՎԱԲԱՆԱԿԱՆՀԻՄՆԱԴՐԱՄ, in Armenian, THE LAW FOUNDATION OF ARMENIA in English.

1.7. The Foundation has a logo with a circle in which anapricot-color octagon star is depicted, in which there is a globe, and on the globe there is an apricot-color scale. Inside the circle it is written in curves in Armenian from above and in English from below: «ՀԱՅԱՍՏԱՆԻԻՐԱՎԱԲԱՆԱԿԱՆՀԻՄՆԱԴՐԱՄ» and “THE LAW FOUNDATION OF ARMENIA”. The description and the image of the logoare attached to this Charter.

1.8. The passport details of the founders of the Foundation are:

Karen Zadoyan, Passport AC 0263299, Authority: 008, Date of Issue – 18.04.1998, Date of Expiry: 18.04.2008, Born on 20.02.1070, Address: Apt. 73, Baghramyan 58, Yerevan, Phone number: (09) 40-04-94, e-mail: [email protected].
Davit Abgaryan, Passport AA 0507880, Authority: 056, Date of Issue – 30.12.1996, Date of Expiry – 30.12.2006, Born on 25.02.1973, Address: Apt. 47, Khachatryan 19, Yerevan, Phone number: (09) 43-25-03, e-mail: [email protected].
ArtsrunMirzoyan, Passport AC 0422848, Authority: 053, Date of Issue – 24.11.1998, Date of Expiry: 24.11.2008, Born on 06.10.1972, Address: Hobardzi village, Lori region, Phone number: (09) 42-12-39, e-mail: [email protected].

1.9. The address of the Foundation is: apt. 2, Nalbandyan str., Yerevan, Republic of Armenia, telephone 54-01-99.

GOALS AND OBJECTIVES OF THE FOUNDATION

2.1. The goals and the objectives of the Foundation are:

a) support the establishment of the Republic of Armenia as a legal and democratic state, contribute to the human rights protection, establishment and strengthening of the civil society, as well as human rights and democratic institutes in the RA,
b) facilitate Armenia`s full integration into European structures, harmonization of Armenia`s legislation to the European standards, entrenchment of European legal standards and traditions in Armenia,
c) promotethe establishment of mutual ties and cooperation between the Armenian lawyers and legal organizations in Armenia and in diaspora, consolidation of the Armenian legal potential to the benefit of interests of Armenia, Artsakh and of pan-national significance,
d) establish ties and cooperation with foreign lawyers and legal organizations, legal educational institutions and publishing organizations in the field of law, organize international meetings of lawyers, conferences, seminars, implement lawyers` exchange programs,
e) facilitate the restoration, preservation, study and dissemination of the historical legal values of the Armenian nation,
f) assist to the implementation of judicial reforms in the Republic of Armenia, contribute to the development of the Advocates` institute in the RA, improvement of the professional skills of advocates and the increase of advocate`s role,
g) assist to the development of jurisprudence, implementation of scientific researches in the field of law, study and improvement of the RA legislation,
h) develop RA draft laws, carry out comparative analyses and expertise of the RA draft laws, contribute to the conformation of the RA legislation to the fundamental conventions on human rights and freedoms, as well as other international legal documents,
i) support the development of legal publishing sphere in Armenia, to the publication and dissemination of legal scientific works, as well as legal literature,
j) promote the development of the RA law schools and law departments of universities, support to the improvement of the efficacy of legal education in law schools and law departments of universities, establish, as prescribed by the RA legislation, legal educational institutions, including those of advocates,
k) contribute to the raise of educational level among law students and young lawyers, to their professional development, set stipends for gifted and socially disadvantaged law students, assist to the organization of learning process for gifted law students in the legal educational institutions abroad,
l) assist to the raise of legal consciousness of the population – organize and show legal assistance to physical and legal entities through the promotion of laws and legal knowledge among the population, contribute to the dissemination of legal knowledge in the RA public and other educational institutions,
m) facilitate the improvement of the environmental legislation and ensure application mechanisms, thus contributing to the resolution of environmental issues,
n) support the development of specialized non-governmental organizations in the legal sphere in Armenia and Artsakh, provide law literature and other professional assistance to them, as well as to public libraries, legal educational institutions and public schools,
o) contribute to the cooperation and integration of lawyers and legal organizations of the South Caucasus countries,
p) facilitate the non-professional contacts, organize non-formal club meetings of lawyers, various cultural and entertainment events.

2.2.To accomplish the objectives of the charter the Foundation organizes conferences, seminars, symposia, discussions, trainings, exhibitions, competitions and other events, implements programs and projects.

2.3. The Foundation cooperates both with the RA state and non-state bodies, organizations and institutions, and with foreign and international organizations, companies and educational institutions.

2.4. Potential beneficiaries of the Foundation are lawyers, advocates, law students, members of the society in need of legal aid, unions and organizations of lawyers, advocates, law students, organizations involved in the sphere of jurisprudence, human rights and democracy, public libraries, legal educational institutions, public schools and other people interested in law.

2.5. The term of the activities of the Foundation is not limited.

TYPES OF ENTREPRENEURIAL ACTIVITIES DIRECTLY CARRIED OUT BY THE FOUNDATION

3.2. The Foundation directly, through the procedure established by the RA Legislation, carries out the following types of entrepreneurial activities:

a) non-official publication, reproduction or official republication of laws and normative legal acts,
b) publication of books, journals, newspapers and other periodicals, other publishing activities,
c) wholesale and retail trade of books,
d) implementation of educational programs, including special general, vocational and higher educational programs, operation of training centers, organization of trainings,
e) activities in the field of law, legal consultations, including representation in courts, preparation of legal documents, etc.
f) research and development in the sphere of legal and related sciences,
g) bars and food services in specialized clubs.

3.3. To carry out the types of activities envisaged in this Charter and subject to legal licensing, the Foundation implements this activity after receiving a license from the respective state bodies, within the date specified therein.

COMPETENCES, RIGHTS AND RESPONSIBILITIES OF THE FOUNDATION

4.1. The competence of the Foundation arises since the moment of its state registration and ends after its dissolution.

4.2. The Foundation acquires a status of legal personality after its state registration.

4.3. The Foundation is entitled to all the rights of legal personalities specified by the RA law and bears the respective responsibilities.

4.5. The Foundation

a) has a separate property, its own account and is responsible for its obligations by its property,
b) may obtain on its behalf and exercise proprietary and personal non-proprietary rights, bear responsibilities, appear in court as plaintiff or defendant,
c) has a round seal with its name in Armenian and English, a stamp, bank account both in Armenian and foreign currency.
d) may freely disseminate information on its activities: establish press and other mass media means,
e) get information, necessary to carry out its statutory objectives, from the state and local self-government bodies, as prescribed by law,
f) carry out, as required by law, entrepreneurial activity directly, as well as found economic companies or take part in those. The Foundation is entitled to carry out only the types of entrepreneurial activities specified in its Charter, if it directly carries out entrepreneurial activity as required by law.
g) establish separate units – branches and representations, as well as institutions, clubs, commissions and other structures,
h) carry out other activities not prohibited by law.

4.6. The Foundation may obtain and exercise civil rights by its will and to its own benefit. The Foundation is free to set its rights and responsibilities based on an agreement, define any provision of the agreement not contradicting to the Law.

4.7. The Foundation is entitled to exercise the right of the protection of its civil rights in all means not prohibited by law.

4.8. The Foundation is responsible to:

a) actin accordance with the RA Constitution, laws and other legal acts, as well as the Foundation Charter,
b) keep records and accounting, as required by law,
c) present information and reports to state bodies in the cases and manner prescribed by law,
d) carry out other duties prescribed by law and other legal acts.

4.9. The Foundation is not responsible for the obligations of the State, as the state is not responsible for the obligations of the Foundation.

4.10. The founders are not responsible for the obligations of the Foundation established by them, and the Foundation is not responsible for the obligations of its founders.

4.11. The Foundation is responsible for its obligations with the entire property it is entitled to by ownership.

4.12. The rights of the Foundation may be restricted only in the cases and in the manner prescribed by law.

BOARD OF TRUSTEES

5.1. The higher executive and supervisory body of the Foundation is the Board of Trustees of the Foundation. The members of the Board of Trustees and the Director of the Foundation are initially appointed by the Founders. The number of the members of the Board of Trustees is set to seven. The number of the members of the Board of Trustees is initially set by its founders, and later on by the Board of Trustees. The members of the Board of Trustees can not be a member of another body of the Foundation.

5.2. The president and the vice-president of the Board of Trustees are elected by the members of the Board of Trustees from among the members of the Board through the majority vote.

5.3. Members of the Board of Trustees carry out their responsibilities of a Board member without remuneration, on voluntary basis. Compensation can be set for the members of the Board of Trustees for the costs related to the carrying out of duties of the member of the Board of Trustees. The order for the compensation payment is established by the Board of Trustees.

5.4. The term of office of the members of the Board of Trustees is not limited.

5.5. The competences of the member of the Board of Trustees terminates: a) on their written application, b) in case of failure to perform their duties properly, with at least ¾ of the votes of the other members of the Board of Trustees.

5.6. To elect a new member of the Board of Trustees the founder nominates a candidate, and if there is no founder or the founder does not nominate a candidate within 30 days starting from the emergence of the vacancy, such nomination can be put forward by every one of the members of the Board of Trustees. No later than within 10 days after the emergence of a vacancy of member in the Board of Trustees, the founder should be properly informed.

5.7. New member of the Board of Trustees shall be elected by the Board of Trustees no later than within 60 days after the termination of the competences of the former member, by two thirds of the votes of the members of the Board of Trustees. If one of the candidates does not get the required number of votes for being elected, then a double voting is organized among the two candidates with the highest votes. The candidate getting the highest number of votes, but not less than half of the votes of the members of the Board of Trustees, is considered as elected.

5.8. The sessions of the Board of Trustees are held at least once a quarter by the President of the Board of Trustees, who defines the dates of the sessions. The Session agenda is distributed to the members of the Board of Trustees and the founder no later than 15 days prior to the Session.

5.9. The issues falling under the competence of the Board of Trustees of the Foundation are:

a) approval of the strategic program (programs) of the Foundation,
b) approval of the Foundation budget and its amendments, annual financial reports and annual reports of the Foundation activities,
c) approval of the order of the Foundation`s property possession,
d) decision on the reorganization of the Foundation,
e) election of new members of the Board of Trustees and decisions on early termination of competences of the members of the Board of Trustees,
f) decisions on the election and early termination of competences of the President of the Board of Trustees and the Director of the Foundation,
g) decisions on changing or amending the Foundation Charter, approving the new edition of the Charter,
h) decisions on founding economic companies and participation in those, as well as on establishing separate units, institutions and other structural bodies and approving their statutes and regulations,
i) supervision of the financial-economic activity of the Foundation,
j) hearing of the reports of the Foundation Director at the end of every year,
k) supervision of the fulfillment of its decisions,
l) selection of the person (auditor) carrying out the audit of the Foundation,
m) other duties specified by law and this Charter, as well as not vested upon other bodies of the Foundation.

5.10. The Board of Trustees carries out its activities through Sessions. The session of the Board of Trustees is valid if more than half of the members of the Board of Trustees takes part therein. Decisions of the Board of Trustees are adopted by the majority of votes of the present members, except for separate cases specified by this Charter.

5.11. Decisions on the selection and dismissal of the President of the Board of Trustees and the Director of the Foundation, as well as on the reorganization of the Foundation and changing or amending the Foundation Charter, approving the new edition of the Charter are adopted by the majority of votes of the total number of the Board of Trustees members.

5.12. If the session of the Board of Trustees discusses an issue relating to proprietary or other interests of a member of the Board or their affiliated person (parent, spouse, child, brother, sister, spouse`s parent, child, brother and sister), then these members of the Board of Trustees do not take part in the voting.

5.13. The Board of Trustees functions in accordance with the Regulation set by itself.

5.14. Each member of the Board of Trustees is entitled to one vote at the sessions.

5.15. The president of the Board of Trustees is elected by the Session of the Board of Trustees.

5.16. The President of the Board of Trustees

a) manages the activities of the Board of Trustees,
b) holds and presides the sessions of the Board of Trustees, manages the keeping of the meeting minutes,
c) may represent the Foundation in state and non-state bodies, at official meetings, in international and foreign organizations, conferences and other events. In the absence of the President of the Board of Trustees his duties, by the decision of the Board of Trustees, are undertaken by the Vice-President, and in case it is impossible, by one of the members.

5.17. The sessions of the Board of Trustees are held at least once in a year by the President of the Board of Trustees. The sessions of the Board of Trustees can be also held on the request of 1/3 of the members of the Board of Trustees, by the President of the Board of Trustees within 30 days after the submission of the respective request. If within this time the President of the Board of Trustees does not hold a session, the session can be held by the persons who submitted such a request. The Sessions of the Board of Trustees can be held with the use of e-mails or other means of communication.

MEMBERS OF THE BOARD OF TRUSTEES OF THE FOUNDATION

6.1. Every member of the Board of Trustees of the Foundation is entitled to one vote.

6.2. Member of the Board of Trustees of the Foundation has the right to:

a) present suggestions to the Foundation bodies to improve the functioning of the Foundation,
b) receive comprehensive information on the activities of the Foundation,
c) freely withdraw their membership from the Board of Trustees.

6.3. Member of the Board of Trustees is responsible to:

a) contribute to the raise of Foundation`s reputation,
b) assist in the raising of investments in the Foundation.
DIRECTOR OF THE FOUNDATION

7.1. The ongoing activities of the Foundation are managed by the Director of the Foundation (hereinafter referred to as “Director”).

7.2. All the issues of the ongoing management of the work of Foundation falls under the competence of the Director, with the exception of the issues in the competence of the Board of Trustees as specified by the law and the Charter. The Director of the Foundation organizes the implementation of the decisions of the Board of Trustees.

7.3. The Director is elected and dismissed by the Board of Trustees. Initially the Director is appointed by the founder(s). On behalf of the Foundation, the contract is concluded by the President of the Board of Trustees or another person authorized by the Board of Trustees. Rights and Responsibilities of the Director are defined by law, by the Charter of the Foundation and the contract signed with him. In case the Director carries out his duties on voluntary basis, no contract is signed with him.

7.4. The Director

a) manages the property of the Foundation, including the financial means, signs deals on behalf of the Foundation,
b) represents the Foundation in the Republic of Armenia and foreign countries,
c) acts without a power of attorney, provides powers of attorney,
d) concludes agreements, as required, including employment contracts,
e) opens calculative accounts (including foreign currency accounts) and other accounts in the bank,
f) presents to the approval of the Board of Trustees the internal working Regulation of the Foundation, statutes of the separate units, institutions and other structural bodies, economic companies established by the Foundation, organizational structure and the staff list of the Foundation,
g) passes orders, decrees, instructions for mandatory implementation and supervises their performance within his competences,
h) hires and dismisses the employees of the Foundation through a specified order,
i) applies promotion and disciplinary actions towards the employees.

7.5. The Director of the Foundation can hold paid positions in other organizations only with the agreement of the Board of Trustees.

7.6. The Board of trustees has the right to dissolve at any time the contract signed with Director as required by the Charter of the Foundation and the employment contract.

SEPARATE UNITS, INSTITUTIONS AND STRUCTURAL BODIES OF THE FOUNDATION

8.1. The Foundation has the right, in conformity with the law and other legal acts, to establish separate units – branches and representations, as well as institutions, clubs, commissions and other bodies. The establishment of separate units and institutions in the foreign countries is carried out in accordance with the laws and other legal acts of these countries, if not otherwise specified by the international agreements of the RA.

8.2. The name of the separate unit or institution of the Foundation shall include the name of the Foundation,

8.3. The heads of the separate units and institutions of the Foundation are appointed by the Director of the Foundation and act in accordance to the power of attorney provided by the latter.

8.4. The separate units and institutions of the Foundation, as prescribed by the RA legislation, are subject to registration.

THE PROCEDURE OF MANAGEMENT AND CONTROL OF THE PROPERTY OF THE FOUNDATION

9.1. The Foundation owns a separate property and is responsible for its obligations with this property.

9.2. The primary source of the Foundation is the 15.000 (fifteen thousand) AMD transferred by the founders at the time of the founding.

9.3. The property passed to the Foundation by the founders is the property of the Foundation. The Foundation uses that property for the accomplishment of the objectives defined in its Charter.

9.4. The sources for the formation of the Foundation`s property can be:

a) investments of the founders,
b) donations and contributions by physical and legal entities, including foreign citizens, legal entities, donations and contributions by international organizations,
c) cash inflows from the state budget,
d) grants,
e) means received from the entrepreneurial activities of the Foundation and the economic companies established by itself or with its participation,
f) raised funds – means which are received from the activities towards their accumulation
g) other means not-prohibited by law.

9.5. The property of the Foundation may not be used in the interests of its founders, members of the Foundation bodies, as well as the employees of the Foundation, except for the salaries of the employees and the costs subject to compensation conditioned by the implementation of the duties by the members of the Foundation bodies. The contribution made by legal or physical entities to the Foundation for certain objectives may be used for other objectives only with the agreement of the contributor. The raised funds may be used only for the objective which has been preliminarily announced.

9.6. The costs of the Foundation are:

a) costs directed at the accomplishment of the statutory objectives,
b) administrative-managerial costs.

9.7. The costs envisaged for statutory objectives shall be expressed in the Foundation budget separately by the objectives (programs), means of utilization and (or) subjects among which the funds will be distributed. These costs include also the costs of property preservation, reproduction and restoration, as well as costs of communication, communal expenses, energy and construction costs.

9.8. Administrative-managerial costs include the costs of Foundation management, salaries for the Foundation employees, as well as the costs subject to compensation conditioned by the implementation of the duties by the members of the Foundation bodies.

9.9. The amount of administrative costs shall not exceed 20% of the annual general costs of the Foundation.

9.10. The funds of the Foundation are formed on voluntary basis. All those physical and legal entities, who are truly interested in the accomplishment of the objectives of the Foundation, can take part in the formation of the Foundation funds. Every physical or legal entity can allocate funds to the Foundationfrom their annual incomes. Allocations to the Foundation can also be carried out in the form of one-time donation, inheritance, transfer and other means. In case of large amounts of one-time donation, nominal programs may be implemented.

9.11. The Foundation, as required by law and its Charter, manages, controls and utilizes the property belonging to it by the right of ownership, including also the entitlement to the right to alienate its property to other people, transfer to them the rights of use, ownership and disposition of the property, bond it or dispose of it in other means.

9.12. The property of the Foundation shall be under the protection of the RA in the territory of the RA.

9.13. The property of the Foundation can be seized only judicially in the cases prescribed by law.

9.14. The property passed to the Foundation by the founders, as well as other people, is the property of the Foundation. The Foundation uses that property for the objectives specified in its Charter.

REORGANIZATION AND LIQUIDATION OF THE FOUNDATION

10.1 The reorganization (merging, acquisition) of the Foundation is carried out as specified by law and this Charter, and the liquidation – judicially.

10.2 The liquidation of the Foundation brings to its termination without the rights and responsibilities passing to other people by the order of succession.

10.3 Decision on the liquidation of the Foundation may be adopted only by the court on the application of people concerned.

10.4 The Foundation can be liquidated if:

a) the property of the Foundation is not enough for the implementation of its activities and the possibility of acquiring the necessary property is unrealistic,
b) its is impossible to accomplish the objectives of the Foundation and to make necessary changes to those objectives,
c) in case the Foundation deviates from the objectives specified in its Charter.
d) in other cases specified by law.

10.5. In case of the liquidation of the Foundation, after satisfying demands of the creditor, its property shall be directed at the objectives specified in the Charter of the Foundation, and in case it is impossible, shall be transferred to the state budget.

10.6. Potential beneficiaries of the Foundation are lawyers, advocates, law students, population, unions and organizations of lawyers, advocates, law students, organizations engaged with the sphere of jurisprudence, human rights and democracy, other people interested in law.

10.7. The term of the activities of the Foundation is not limited

Description and image of the logo:In two semi-circles with double outlines, anapricot-color octagon star is depicted, in which there is a globe with the image of continents, and on the globe there is an apricot-colorscale. Inside the circle it is written in curves in Armenian from above and in English from below: «ՀԱՅԱՍՏԱՆԻԻՐԱՎԱԲԱՆԱԿԱՆՀԻՄՆԱԴՐԱՄ» and “THE LAW FOUNDATION OF ARMENIA”. Two small octagon stars are depicted in between the semi-circles. The octagon star, as an ancient Armenian symbol, symbolizes the Armenian origin, the fact of being registered in Armenia and acting to the benefit of Armenians. The globe symbolizes that the Foundation will not be limited to Armenia, and will actively cooperate with foreign professional and other organizations. The scale, as a symbol of justice, symbolizes the professional orientation and field of activity of the Foundation. The outlines of the semi-circles, the octagon star and the scale are in the color of apricot, the Armenian and English titles of the Foundation and the small stars are dark blue, the globe is gray.