CHARTER
OF THE “ARMENIAN LAWYERS’ ASSOCIATION”
NON-GOVERNMENTAL ORGANIZATION
(new edition)
Yerevan 2018
1. General Provisions
1.1. The “Armenian Lawyers’ Association” Non-governmental organization (hereinafter referred to as the Organization) is a public association of individuals with the status of a non-profit making organization.
1.2. The organization operates in accordance with the RA Constitution, RA international treaties, RA legislation, this charter.
1.3. 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.
1.4. The activities of the Organization are based on the principles of legitimacy, non-discrimination, voluntary membership, integrity, common interests of the members, governance and accountability.
1.5. The Organization operates in the whole territory of the Republic of Armenia.
1.6. The Organization acquires the status of legal entity from the moment of its state registration, possesses a round seal in the Armenian, Russian, and English languages, official documents, current and other bank accounts in both Armenian dram (AMD) and foreign currency.
1.7. The Organization has a symbol: which 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.
1.8. The Organization enjoys all the rights defined by law for a legal entity, including a non-governmental organization and bears respective responsibilities.
1.9. The Organization may submit proposals deriving from its statutory goals and objectives to the national and local self-government bodies of the Republic of Armenia.
1.10. The Organization cooperates with RA governmental and non-governmental bodies, foreign and international organizations, as well as individuals.
1.11. In line with its statutory goals, the organization has the right to join international and foreign non-profit organizations, sign agreements and contracts with foreign and international organizations and have other international relations.
1.12. In line with its Charter the Organization has the right to establish separate subdivisions in other States following the legislation of those States, unless otherwise provided by the international treaties of the republic of Armenia.
1.13. In accordance with the RA legislation, the Organization has the right to establish media outlets and disseminate information about its operation through the mass media.
1.14. In line with its statutory goals, the Organization has the right to carry out entrepreneurial activities, manage its property and the results of activities for that purpose, as well as to establish a commercial organization or become a part of it on accordance with the RA legislation.
1.15. The Organization can have beneficiaries according to its goals, as well as involve volunteers in its work.
1.16. The beneficiaries of the Organization are the citizens of the Republic of Armenia, lawyers, civil society organizations, as well as individuals or groups of persons, for the benefit of which the subject and objectives envisaged in point 2.1. of the Charter of Organization are implemented. are
1.17. In accordance with the RA legislation, the Organization represents and protects the rights and legitimate interests of its members, beneficiaries and volunteers in other organizations, courts, national and local self-governmental bodies.
The address of the Organization is: 7 Nalbandyan Str., Suite 2, Yerevan, Republic of Armenia.
- THE GOAL AND OBJECTIVES OF THE ORGANIZATION
2.1. The goal and objective of the Organization are:
a) to promote 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) to promote raising the level of citizens’ legal awareness, legal culture and legal perception through propaganda of laws and legal knowledge among citizens;
c) o promote 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 good governance among the public;
d) to promote the protection of human rights in the Republic of Armenia, including the rights of women, youth, children, persons with disabilities, and the establishment of civil society;
e) to promote the public participation in the processes of decision making at the national and local government 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) to promote the development of legal science, to improve the legislation, to harmonize the legislation and to bring it in line with international legal instruments, to monitor the implementation of the obligations assumed by the above-mentioned international legal documents and the judgments of the European Court of Human Rights, to conduct strategic trials, to promote the establishment of European legal standards;
g) to promote the implementation of reforms in the Republic of Armenia, to develop proposals on those reforms, to submit proposals, to carry out their propaganda and lobbying through public mobilization, to conduct research in the above-mentioned spheres;
h) to promote the consolidation and development of legal, anti-corruption and human rights organizations, the establishment and development of legal advisory and anti-corruption centers;
i) to promote the establishment and development of the advocacy institute in the Republic of Armenia, as well as the introduction of international best practices in law firms;
j) to provide professional including free legal assistance to the stakeholders in the state, private, and public sectors; including women, people who have suffered from corruption, to whistleblowers, socially vulnerable citizens, and other individuals, within the framework of the projects implemented by the Organization;
k) to promote raising the level of legal knowledge of small and medium-sized businesses, including representatives of social entrepreneurs, by strengthening their legal, integrity and other capacities, as well as by protecting their rights;
l) to assist to 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, contests, and other events;
m) to establish and develop centers equipped with modern legal literature and technologies for the members of the Organization; protecting the rights of the members of the Organization;
n) to create a database for lawyers and assisting lawyers in finding employment by profession;
o) to collaborate 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) to promote the reform and development of electoral systems, to carry out advocacy campaigns to increase legal knowledge in this field among the population, as well as to undertake observation missions during elections of representative bodies and referenda in order to improve the legislation, ensure transparency and legality of the electoral processes, as well as to improve legislation;
q) to promote the strengthening of interconnection and constructive dialogue between the state and local self-government bodies, civil society organizations, small and medium enterprises in the Republic of Armenia, to support the implementation of public policy-making including public participation and oversight projects;
r) to contribute to the development of civil society, deepen cooperation between civil society organizations and the media, develop their public oversight and journalistic investigative capacity, establish and strengthen coalitions/networks of civil society organizations, develop innovation in civil society organizations; provide grants to civil society coalitions/networks and the media;
s) to support the development of social entrepreneurship and social innovation in Armenia, to carry out direct entrepreneurial activities, including the lease of its property,
t) to carry out other activities not forbidden by the RA legislation.
- 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 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 procedure and conditions for keeping records of the members of the Organization are defined by the Board of the Organization.
3.4. The member of the Organization pays a membership fee: 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
3.6. 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.
3.7. The member of the Organization has the right to:
a) in the cases defined by the Charter of the Organization, to be elected in the governing bodies of the Organization;
b) to attend the General Assembly in person or at the meetings of other collegial governing bodies of the Organization;
c) to use the services of the Organization in cases and manner defined by the Charter;
d) to get acquainted with the protocols of the Organization’s bodies, receive copies of their decisions;
e) to appeal the decisions of the Organization’s bodies in the order prescribed by the Charter or in court in the order defined by the RA legislation;
f) to request information from the Organization, obtain copies of documents relating to amendments to the Organization’s Charter, to the records and decisions of the bodies, funds received from the management of the property, as well as a copy of independent auditor’s report on the financial statements audited over the past three years;
g) to bring proposals, remarks, practical programs on the activities and programs of the Organization to the discussion of the governing bodies of the organization;
h) to freely terminate his/her membership in the Organization;
i) to exercise other rights defined by law or the Charter of the Organization.
3.8. The member of the Organization has the responsibility:
a) to fulfill the statutory requirements of the Organization and the decisions of the governing bodies;
b) to perform conscientiously the duties assigned to him/her by the decision of the governing bodies;
c) to pay membership fees.
3.9. The Organization can award honorary membership. The title of honorary member is awarded by the decision of the Board of the organization. The honorary members of the Organization have no rights or responsibilities.
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 measures is determined by the Board of the organization.
- THE STRUCTURE OF THE ORGANIZATION AND THE Governing SYSTEM
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, taking account that the Charter of the Organization does not envisage the establishment of a separate body to control the activities of the Organization.
4.3. The governing bodies of the organization are to be elected.
4.4. Persons over the age of 18 may become members of the governing body of the Organization.
4.5. The supreme body of the Organization is the General Assembly of its members, which has the right to make a final decision on any matter of management and activities of the Organization. The President of the Organization convenes the General Assembly 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 session of the General Assembly with the quota set by the Board. The Board determines 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 about it not later than 5 (five) days prior to the session by e-mail, confirming the receipt of the notification by the addressees.
4.7. A special session of the Organization is convened by the President or by a reasonable decision of at least 1/3 of the total number of the members of the Organization, no later than during 5 (five) calendar days. The convener prepares the agendas of special sessions.
4.8. If the President refuses to call for a special session, then the requesting party convenes it with the agenda of the resignation of the governing bodies of the Organization and the election of new governing bodies. If the General Assembly is to be held with the participation of delegates and it is not possible to select delegates within the set timeframe, the delegates of the previous session are invited to participate. The Board sets the date, time and place of the special session, as well as the preliminary version of the agenda, and notifies the members of the Organization by e-mail no later than 5 days in advance, confirming the receipt of the notification by the addressee.
4.9. Both regular and special sessions are convened by joint or remote meetings of its participants via telecommunications.
4.10 The General Assembly of the Organization:
a) approves the Charter of the Organization in new edition, makes changes or additions in it;
b) creates another legal entity, makes decisions on the participation of the Organization in another organization;
c) approves the structure of the Organization;
d) determines on the number of the Board members of the Organization, elects the members of the Board of the Organization for a term of five years, changes the composition of the Board, prematurely terminates the authorities of the Board members;
e) elects the President of the Organization for a term of 4 (four) years, who automatically becomes a member of the Board in his/her official capacity and acts as a President of the Board, prematurely terminates his / her authority;
f) once every four years, approves the annual reports on the activities of the Organization and the use of the property, as well as the reports of the Organization’s bodies, approved by the President and the Board during the previous years of the General Assembly session;
g) terminates the decisions of the Organization’s bodies contradicting the legal acts and the Charter;
h) adopts a decision on reorganization of the Organization;
i) adopts a decision on the dissolution of the Organization, except for the cases o1′ dissolution through court decision;
j) exercises other authorities provided by the RA legislation and the Charter of the Organization.
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.
4.11. The Board of the Organization:
a) is considered to be the collegial governing body of the Organization in the period between the General Assemblies of the Organization;
b) discusses and makes decisions on any issue related to the activities of the Organization, except for the issues that fall within the competence of the President of the Organization and the General Assembly;
c) prepares sessions of the Organization, determines the quota for the delegates of the (General Assembly in accordance with the number of members of the Organization, organizes the election of the delegates of the General Assembly at least thirty days prior to the General Assembly of the Organization;
d) approves the four-year strategic plan of the Organization and monitors its implementation;
e) makes decisions on the establishment or dissolution of separate subdivisions, representative offices and branches, as well as institutions, commissions. departments, divisions, clubs and working groups of the Organization; approves their statutes, rules and regulations, which cannot contradict this Charter; appoints and dismisses their leaders, authorizes them and other representatives; 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) decides on the appointment and dismissal of the heads of other legal entities established by the Organization, as well as on the appointment and dismissal of the representatives of other legal entities with the participation of the Organization or in the governing bodies of the Organization;
g) decides on the creation of media outlets, appoints and dismisses their heads;
h) approves the annual reports on the activities of the Organization and the use of the property approved by the President during the years prior to the session of the General Assembly, as well as on the reports on the activities of the Organization’s bodies;
i) elects the person (auditor) to carry out the audit of the Organization, if the Organization is subject to mandatory audit according to the legislation;
j) envisages remuneration of the President of the Organization, to determine the procedure and conditions of remuneration in case of financial availability;
k) 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;
l) defines the appeal procedures by the members to the decisions of the Organization’s bodies.
4.12. 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 arc invalid.
4.13. The regular sessions of the Board are convened once every three 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.
4.14. A regular or special session of the Board is convened by joint or online meeting of the Board members, using means of communications.
4.15. The President of the Organization:
a) governs the work of the Board of the Organization and acts as the executive body of the Organization, performs current activities of the Organization, as well as the management of all issues related to the activities of the governing bodies of the Organization;
b) ensures the implementation of the decisions and recommendations adopted by the General Assembly and the Board of the Organization, issues orders, instructions within his/her competence, gives mandatory instructions for implementation and supervises their implementation;
c) approves the estimated annual expenses, staff list, wage rates, and the rules and regulations of the staff of the Organization, which cannot contradict this Charter;
d) approves the Organization’s as well as its Bodies’ reports;
e) each year approves the annual reports on the activities of the Organization and the use of the property prior to the convening the General Assembly, the reports arc presented to the Board once a year and submitted for the approval of the General Assembly once every 5 (five) years;
f) 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;
g) employs and dismisses the permanent and contractual employees of the organization, including the managers and employees working both on grant and nongrant projects; employs and dismisses the Chief Accountant of the Organization; signs voluntary employment contract with volunteers of the Organization;
h) presents reports on activities of himself/herself and of the Board at General Assembly sessions;
i) 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;
j) 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 authorizations, is authorized 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;
k) presides over the sessions of the General Assembly and the Board of the Organization and is entitled to authorize another member of the organization to preside over the sessions of the General Assembly;
l) summons and convenes regular and special sessions of the General Assembly and the Board of the Organization;
m) 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;
n) adopts decisions on purchasing, possessing, using, and managing property of any type and amount, including alienating and writing off such property;
o) approves the annual plans of the main events and activities of the organization (including grant projects) and oversees the process of their implementation;
p) determines the form of payment of the individuals involved in the governing bodies of the Organization;
q) in case it becomes necessary, adopts decisions on the establishment and dissolution of voluntary temporary committees and working groups at the President of the Organization, 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;
r) approves the internal documents regulating the activities of the Organization including the internal disciplinary and other rules of its separate subdivisions;
s) Exercises the other authorities granted to him/her by the Charter of’ the Organization.
4.16. 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.
4.17. if necessary, the President appoints an Executive Director to oversee the Organization’s daily activities.
4.18. 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 authorization or recommendation of the President of the Organization.
4.19. 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).
4.20. The Vice Presidents:
a) 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.
4.21. 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.
4.22. The organization has the following branches in the territory of the Republic of Armenia:
a) Yerevan branch – Yerevan city,
b) Lori regional branch: Lori region, Vanadzor city,
c) Gegharkunik regional branch: Gegharkunik region, Gavar city,
d) Shirak regional branch: Shirak region, Gyumri city;
e) Syunik regional branch: Syunik region, Kapan city.
- THE SOURCES OF PROPERTY OF THE ORGANIZATION AND THE PROCEDURE OF UTILIZATION
5.1. The organization has separate property and is responsible for its obligations with that property.
5.2. The Organization’s property, including the profit from entrepreneurial activity, is not distributed among its members.
5.3. The material and financial means of the organization are collected through contributions of the members, entrance fees, membership fees, funds received from entrepreneurial activities, funds received from the Organization created by it or by another Organization with its participation, cash inflows from the state budget, grants, and donations from the private sector, local, foreign, and international organizations, individual citizens, donations, gifts, including grants, endowments, as well as other sources of funds unless otherwise prohibited by the legislation of the Republic of Armenia.
5.4. 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.
- 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 case of decision on dissolution 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 case of its impossibility, it is transferred to the state budget, in case of any disputes; the issues are resolved through the court.
The Logo of the “Armenian Lawyers’ Association” Non-Governmental Organization
