Charter

CHARTER
OF THE “ARMENIAN LAWYERS’ ASSOCIATION”
NON-GOVERNMENTAL ORGANIZATION

(new edition)

Yerevan 2016

1. GENERAL PROVISIONS

1.1. The “Armenian Lawyers’ Association”, a non-governmental organization, hereinafter referred to as “Organization,” is an organization established on the basis of the commonness of its members’ interests and their voluntary will, aimed at the satisfaction of their spiritual and other non-material needs.

1.2. The Organization was registered by the names of “Young Lawyers Union” on 14 March 1995 by a 12/2-2 decision of the Board of the RA Ministry of Justice, the “Armenian Young Lawyers Association” non-governmental organization re-registered on 13 December, 1999 by order N 2031 of the RA Minister of Justice, and the “Armenian Young Lawyers Association” non-governmental organization registered by the RA State Register of Legal Entities on 27 December, 2002 (registration number – 211.171.01501, state registration certificate number – 03A 057970).

1.3. The activities of the Organization are carried out in accordance with the RA Constitution, RA international treaties, RA legislation, and this present Charter.

1.4. The name of the Organization is:
In Armenian: «Իրավաբանների հայկական ասոցիացիա» հասարակական կազմակերպություն, in short: Իրավաբանների հայկական ասոցիացիա, abbreviation: ԻՀԱ.
In Russian: общественная организация “Армянская ассоциация юристов”, in short: Армянская ассоциация юристов, abbreviation: ААЮ.
In English: “Armenian Lawyers’ Association” non-governmental organization, in short: Armenian Lawyers’ Association, abbreviation: ALA.

1.5. The activities of the Organization are based on the principles of legitimacy, publicity, self-governance, equal rights and voluntarism.

1.6. The Organization operates in 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.

1.7. The Organization is considered to be a legal entity from the time of its state registration. It has a round seal in the Armenian, Russian, and English languages, official documents, accounts in different banks (both in Armenian dram and foreign currency).

1.8. The Organization has a symbol: It is a blue globe on which there is a blue shield outlined with a white eagle, and a torch emitting white light is depicted on the shield. It is written “Իրավաբանների հայկական ասոցիացիա” along the top of the globe and “Armenian Lawyers’ Association” is written along its bottom. The logo is attached to this present Charter.

1.9. The Organization has all the rights prescribed for a legal entity by the RA legislation and bears the respective duties.

1.10. The Organization can present proposals deriving from its Charter goals and objectives to the RA state bodies.

1.11. The Organization cooperates with RA state bodies and non-governmental organizations, foreign and international organizations, as well as individuals.

1.12. The Organization has the right to establish international relations, affiliate with international non-governmental and non-profit legal organizations and sign agreements and contracts with foreign and international organizations.

1.13. The Organization can open media outlets in the order prescribed by the RA legislation and spread information on its activities via mass media.

1.14. The Organization has the right to carry out entrepreneurial activities in the order prescribed by the RA legislation.

1.15. The address of the Organization is: 7 Nalbandyan Str., Suite 2, Yerevan, Republic of Armenia.

2. THE GOAL AND OBJECTIVES OF THE ORGANIZATION

2.1. The goal of the organization is to support the establishment of the Republic of Armenia as a democratic state based on the rule of law and the protection of human rights and freedoms.

2.2. The objectives of the Organization are:
a) supporting the development of human rights protection and democracy institutions, introduction and strengthening of good governance mechanisms, introduction and development of efficient policies and mechanisms aimed at the elimination of corruption, contributing to the development of a system of governance corresponding to the principles of integrity, i.e., transparency, accountability and professionalism;
b) contributing to raising the level of citizens’ legal awareness, legal culture and legal perception through propaganda of laws and legal knowledge among citizens;
c) contributing to the formation and strengthening of the perception of corruption as a threat to the society, the public intolerance, the atmosphere of scorn towards corruption and the formation of a demand for decent governance among the public;
d) contributing to the protection of human rights, including women’s rights in Armenia, as well as the establishment of the civil society;
e) contributing to the public participation in the processes of decision making at the government and local levels, public resource allocation and public oversight; implementing public oversight projects in the legislative, judicial, and executive branches of power, including the sectors of public services and public procurement;
f) contributing to the development of the legal science, contributing to the improvement of the legislation and its harmonisation and compliance with international legal documents, monitoring the implementation of the obligations in the above-mentioned legal documents, and contributing to the strengthening of European legal standards;
g) contributing to the implementation of systemic reforms, preparing suggestions on these reforms, campaigning for them, lobbying through public mobilization, and researching the above-mentioned sectors;
h) contributing to the consolidation of the organizations working in the spheres of law, anti-corruption, and protection of human rights; contributing to the development of cooperation, the establishment and development of legal advice and anti-corruption centers;
i) contributing to the establishment and development of the institute of advocacy in the RA, the introduction of the best international practices in law firms;
j) providing free professional legal support to the stakeholders in the state, private, and public sectors (including women, people who have suffered from corruption to whistleblowers, socially disadvantaged citizens, and other individuals) which is in the scope of the projects implemented by the organization;
k) contributing to the increase of the level of legal knowledge of the representatives of small and medium-sized businesses by enhancing their capacities relating to the law and integrity;
l) assisting in the efficient organization of the learning processes in law schools, improving the professional and integrity capacities of law students, lawyers, and individuals interested in jurisprudence, and improving their related skills by organising training courses, schools, seminars, scientific conferences, moot court competitions, competitions, and other events;
m) establishing and developing a legal training and information center equipped with modern legal literature and technologies for the members of the Organization; protecting the rights of the members of the Organization;
n) creating a database for lawyers and assisting lawyers in finding a legal career;
o) collaborating with lawyers (from Diaspora and abroad) and organizations which work in the legal, anti-corruption, and human rights protection sectors; contributing to the collaboration between lawyers and legal organizations in the Southern Caucasus countries; and integrating into professional international institutions;
p) contributing to reforms and developments in electoral systems; carrying out advocacy campaigns with the aim of increasing legal knowledge on this area among the population; and undertaking observation missions during elections of representative bodies and referenda in order to improve the legislation, ensure transparency and legality of the electoral processes;
q) contributing to the reinforcement of relations and dialogue between state bodies, local governing bodies and civil society in the RA; assisting in the implementation of community projects, including public participation and oversight projects;
r) contributing to the development of civil society organizations, deepening cooperation between mass media, and developing public oversight and investigative journalism capacities; giving grants to civil society organizations and mass media in the scope of projects implemented by the organization;
s) carrying out other activities not forbidden by the RA legislation.

3. MEMBERSHIP, PROCEDURE OF ADMISSION AND WITHDRAWAL, RIGHTS AND RESPONSIBILITIES/DUTIES OF THE MEMBERS

3.1. Any person with a degree in law, any person studying law in a higher education institution, or any person with a university degree who wants to receive a law degree, who abides by this Charter, contributes with his/her activities to the realisation of the Charter goals of the Organization, and pays entrance and membership fees can become a member of the Organization. The number of non-lawyer members of the Organization cannot exceed five percent of the total number of the members of the Organization.

3.2. The decision to admit a new member to the Organization according to his/her written application is adopted by the Organization’s Board by the recommendation of at least two members of the Board.

3.3. The Organization keeps records of its members and periodically updates their data. The way by which records are to be kept is determined by the Board of the Organization.

3.4. The members of the Organization pay an entrance fee and membership fees. The Board of the Organization determines the amount of the fees and the form of their payment.

3.5. Withdrawal from membership of the Organization is either carried out upon the member’s written application or by the decision of the Board of the Organization by dismissal of the member for either failure to perform his/her duties or failure to perform them in a proper manner as defined by point 3.7. of this Charter.

3.6. The member of the Organization has the right to:
a) elect and be elected to the governing bodies of the Organization;
b) bring suggestions, remarks, and practical programs referring to the plans and activities of the Organization to the discussion of the governing bodies of the Organization;
c) freely express his/her personal opinion;
d) obtain legal, financial, technical, informational, and other types of assistance from the Organization;
e) be aware of the work carried out by the Organization;
f) participate in sessions of the General Assembly of the Organization if they are held with the participation of delegates and he/she hasn’t been elected as a delegate;
g) have access to the documents with records on the activities of the Organization’s bodies and get copies of the decisions adopted;
h) appeal the decisions of the Organization’s bodies in written form in accordance with the principle of superiority;
i) dispute the decisions of the Organization’s body, including the decisions of the supreme body of the Organization in court in the order defined by the RA law;
j) and freely terminate his/her membership in the Organization.

3.7. The member of the Organization has the responsibility to:
a) pay entrance and membership fees in the amount and manner prescribed;
b) participate and assist in the activities of the Organization;
c) upholds the reputation of the Organization by his/her activities and conducts and refrains from acting on behalf of the Organization without the authorisation of the competent body of the Organization;
d) act in accordance with the Charter of the Organization and abide by the requirements of the Organization’s Charter and the decisions of its governing bodies.

3.8. The Organization can have honorary members. The rank of honorary member is awarded by the decision of the Board of the Organization. The honorary members of the Organization have no rights and responsibilities.

3.9. The members and honorary members of the Organization have no right of share in the property of the Organization.

3.10. The Board of the Organization is entitled to both support the members of the Organization and impose disciplinary action on them in case they violate the Charter provisions. The form of support and discipline is determined by the Board of the Organization.

4. THE STRUCTURE OF THE ORGANIZATION

4.1. The General Assembly, the Board, and the President make up the governing structure of the Organization.

4.2. Supervision of the Organization’s activities is carried out by the General Assembly of the Organization.

4.3. The governing bodies of the Organization are elected.
4.4. Individuals who have already at least reached the age of 18 can become members of the Organization’s governing bodies.

4.5. The supreme body of the Organization is the General Assembly of its members, which owns the right of final decision on any matter concerning the management and activities of the Organization. The General Assembly is convened by the President of the Organization once every four years.

4.6. If the number of the members of the Organization exceeds one-hundred then representative delegates selected by the members can participate in the General Assembly session. Either every member chooses one delegate or there is a quota set by the Board. The Board chooses the date, time, and place of holding the General Assembly session, as well as the preliminary agenda for the session and notifies the members of the Organization and other institutions about it not later than twenty days prior to the session via ordered letter, e-mail, mass media or through other channels defined by the law.

4.7. A special session of the Organization is convened by the President of the Organization based on the motivated decision of 1/3 of the total number of the members of the Organization within fourteen calendar days. The agendas of the special sessions are prepared by the convener. If the President refuses to summon a special session then it is summoned by the party requesting the session. The agenda of the session is the resignation of the governing bodies of the Organization and election of new governing bodies. If the session is to be held with the participation of delegates and it is impossible to select delegates within the period specified then the delegates of the previous session are invited to this one. The Board sets the date, time, and place of the special session, as well as the initial version of the agenda and notifies the members of the Organization and other institutions about it not later than four days prior to the session via ordered letter, e-mail, mass media or through other channels defined by the law.

4.8. The General Assembly of the Organization:
a) approves the Charter of the Organization, introduces changes in it and/or approves the new Charter;
b) determines the number of the members of the Board of the Organization, chooses the members of the Board of the Organization for a four-year term, changes the composition of the Board, and prematurely terminates the authorities of the Board members;
c) elects the President of the Organization to a four-year term who automatically becomes a member of the Board in his/her official capacity and acts as the President of the Board; prematurely terminates his/her authorities;
d) discusses and approves the reports of the Board and of the President of the Organization, approves the reports on the activities of the Organization and the use of its property;
e) approves decisions on reorganization or dissolution of the Organization and approves the transfer act or the separating balance of the Organization, except for cases when the reorganization or dissolution takes place according to court decision.
The General Assembly of the Organization is entitled to discuss issues and adopt decisions given that more than half of the total number of all the members of the Organization or all the delegates of the General Assembly participate in the session. Adoption of any decision on the issues subject to the exclusive authority of the supreme body of the Organization (General Assembly) according to the law and the Charter, requires affirmative vote of more than half of the total number of all the members of the Organization or all the delegates. Decisions on other issues are adopted by the simple majority of votes of delegates participating in the session of the General Assembly.

4.9. The Board of the Organization:
a) is considered to be the governing body of the Organization in the periods between sessions of the General Assembly;
b) discusses and adopts decisions on any issue related to the Organization’s activities, except for the issues that are within the competence of the General Assembly and the President of the Organization;
c) prepares sessions of the General Assembly of the Organization, determines the quota for the delegates of the General Assembly in accordance with the number of the members of the Organization, organises the election of the delegates of the General Assembly at least thirty days prior to convening the General Assembly of the Organization;
d) approves the four-year strategic plan document of the Organization and overlooks the process of its implementation;
e) makes decisions on establishing or dissolving separate subdivisions, representative offices, and branches, as well as institutions, committees, sections, departments, clubs and working groups; approves their statutes, rules and regulations, and order of operations which cannot contradict this Charter; appoints and dismisses their leaders, authorises the leaders of representative offices and branches, approves or annuls the decisions of the leaders of the branches and representative offices of the Organization on the establishment of territorial offices for separate subdivisions of the Organization and appointing or dismissing leaders of territorial offices;
f) makes decisions on the establishment or participation in commercial companies; appoints and dismisses their leaders;
g) makes decisions on the establishment of mass media and appoints or dismisses their leaders;
h) makes decisions on the establishment of foundations and appoints or dismisses their leaders;
i) makes decisions on the establishment of unions of non-commercial legal entities and membership in those unions, as well as in international organizations;
j) makes decisions on affiliation in and withdrawal from the membership of the Organization; determines the amount and the form of payment of membership and entrance fees; defines the order and conditions of carrying out membership registration as well as the order of support and discipline of the members of the Organization.

4.10. The session of the Board may discuss questions and make decisions if at least 1/3 of the Board members are present at the session. The decisions are adopted by the simple majority vote of the members participating in the Board session. Participation of the President of the Board in the session is mandatory. The decisions adopted by the Board in his/her absence are invalid.

4.11. The regular sessions of the Board are convened once every six months. A special session of the Board can be convened at the written request of at least 2/3 of the total number of members of the Board, by the President of the Organization, or immediately by the President of the Organization. Enlarged sessions of the Board with the participation of the leaders of the separate subdivisions of the Organization, as well as other members of the Organization can be convened.

4.12. The President of the Organization:
a) governs the work of the Board of the Organization and acts as the governing body of the Organization in the period between the sessions of the Board and performs current financial activities of the Organization;
b) ensures the implementation of the decisions and recommendations adopted by the Board and the General Assembly of the Organization, adopts decisions, signs orders and commands in addition to other necessary documents under the framework of his competence;
c) approves the staff list, wage rates, and the rules and regulations of the staff of the Organization, which cannot contradict this Charter;
d) determines the number of the Organization’s vice-presidents and their authorities, appoints and dismisses the vice-presidents and the Secretary of the Board from the members of the Board of the Organization;
e) employs and dismisses the permanent and contractual employees of the organization, including the managers and employees working both on grant and non-grant projects; employs and dismisses the Chief Accountant of the Organization;
f) presents reports on activities of himself/herself and of the Board at General Assembly sessions;
g) makes decisions on all issues pertaining to activities of the Organization, except for those which are the authority of the General Assembly and the Board of the Organization;
h) acts on behalf of the organization without requiring any secondary authority, manages the property and financial means of the organization (including grant funds and membership fees), signs authorisations, is authorised to open various types of bank accounts, negotiates on behalf of the organization, signs contracts and agreements, signs documents adopted by the General Assembly and the Board of the Organization;
i) presides over the sessions of the General Assembly and the Board of the Organization and is entitled to authorise another member of the organization to preside over the sessions of the General Assembly;
j) summons and convenes regular and special sessions of the General Assembly and the Board of the Organization;
k) can reassign authorities reserved for the President of the Organization to the Vice Presidents, the Secretary of the Board, the members of the Board, and the Executive Director in the scope of this Charter;
l) adopts decisions on purchasing, possessing, using, and managing property of any type and amount, including alienating and writing off such property;
m) approves the annual plans of the main events and activities of the organization (including grant projects) and oversees the process of their implementation;
n) determines the form of payment of the individuals involved in the governing bodies of the Organization;
o) in case it becomes necessary, adopts decisions on the establishment and dissolution of voluntary temporary committees and working groups, approves their charters, rules and regulations, in addition to the order of operations which cannot contradict this Charter; appoints and dismisses their heads and members, appoints and dismisses managers and members (volunteers) of grant and non-grant projects; in case it becomes necessary, appoints and dismisses assistants (referents) to and representatives of the President of the Organization;
p) exercises the other authorities granted to him by the General Assembly and the Board of the Organization.

4.13. During the course of the activities of the Organization, any question that is not reserved by the law and this Charter to the exclusive authority of the supreme body and is not regulated by this Charter is resolved by the President.

4.14. If necessary, the President appoints an Executive Director to oversee the Organization’s daily activities.

4.15. The Executive Director:
a) is assigned and dismissed by the President of the Organization;
b) is exclusively accountable to the President of the Organization;
c) acts upon the written authorisation or recommendation of the President of the Organization.

4.16. While appointing an Executive Director an employment contract is signed between the President of the Organization and the Executive Director in the order prescribed by the RA legislation (this provision is valid if salary payment for the Executive Director is foreseen).

4.17. a) The Vice Presidents exercise the authorities granted to them by the President of the Organization;
b) one of the Vice Presidents performs the duties of the President of the Organization in his/her absence by the order of the President of the Organization;

4.18. The Secretary of the Board of the Organization:
a) keeps records of the sessions of the General Assembly and the Board of the Organization;
b) signs the records of the sessions of the General Assembly and the Board of the Organization;
c) manages the archives of the Organization;
d) carries out separate authorities granted to him/her by the President of the Organization.

4.19. The Organization operates within the following branches in the territory of the Republic of Armenia:
a) Yerevan Branch in the city of Yerevan;
b) Lori Regional Branch in the Lori Region, city of Vanadzor;
c) Gegharkunik Regional Branch in the Gegharkunik Region, city of Gavar;
d) Shirak Regional Branch in the Shirak Region, city of Gyumri;
e) Syunik Regional Branch in the Syunik Region, city of Kapan.

5. THE SOURCES OF PROPERTY OF THE ORGANIZATION AND THE PROCEDURE OF UTILIZATION

5.1. The material and financial means of the organization are collected through entrance fees, membership fees, grants, and donations from the private sector, local, foreign, and international organizations, individual citizens, as well as other sources of funds unless otherwise prohibited by the legislation of the Republic of Armenia.

5.2. The Organization can own any property not forbidden by the legislation regarding property rights in the Republic of Armenia. The properties belonging to the Organization are to be used exclusively for the purposes of accomplishing the goals and objectives as defined in the Charter of this Organization.

5.3. Individuals involved in the governing bodies of the Organization may be compensated by the organization at the rate and form determined by the President of the Organization.

6. REORGANIZATION AND DISSOLUTION OF THE ORGANIZATION

6.1. Reorganization and dissolution of the Organization is done in accordance with the legislation of the Republic of Armenia.

6.2. The organization may be dissolved by the resolution of the General Assembly or through the court.

6.3. In the event that the Organization decides to dissolve a Dissolution Committee is formed and terms of the dissolution are determined.
6.4. In case dissolution occurs, after full satisfaction of all claims of creditors and fulfilling all obligatory debts in the order prescribed by the law, the Dissolution Committee uses the remaining properties for the purpose of accomplishing the Charter goals and objectives of the Organization in the order prescribed by the governing body that has made the decision on the dissolution. In the event of any disputes, the issues shall be resolved through the court.

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