Non-entrepreneurial (non-commercial) legal entity

“Georgian Cinematographers Association”

Statute

Article 1. General provisions

1.1 ” Georgian Cinematographers Association ” (hereinafter, “Association”) is a non-entrepreneurial (non-commercial) legal entity, which was created and operates in accordance with the Constitution of Georgia, norms of international law, Georgian legislation and this statute.

1.2 According to the current legislation of Georgia, a “non-entrepreneurial (non-commercial) legal entity” acquires the rights of a legal entity from the moment of its registration in the register of entrepreneurs and non-entrepreneurial (non-commercial) legal entities;

1.3 The full name of the association is:

ქართულად: ‘’არასამეწარმეო (არაკომერციული) იურიდიული პირი ‘’საქართველოს კინოოპერატორთა ასოციაცია“; (სკა);

In Inglish: Georgian Cinematographers Association (GCA);

1.4 The legal form of the association is a non-entrepreneurial (non-commercial) legal entity.

1.5 Legal address of the association: Niagvari 4, Apartment 6, Tbilisi

1.6 The official e-mail address of the association is: [email protected]

1.7 The association may have its own emblem and symbols and other means of visual identification.

1.8 Based on the goals defined in the present charter, the association operates throughout the territory of Georgia, as well as outside its borders.

1.9 In order to implement the goals and functions defined by the charter, the association is authorized to join various international/local associations or participate in the creation of such associations.

1.10 The association is responsible for its obligations with its property. The association is not responsible for the obligations of its members and/or persons with the right of leadership and representation, in the manner established by the legislation of Georgia.

1.11 The association is authorized to establish branches/representative offices in the territory of Georgia and abroad.

1.12 The association is created for an indefinite period.

1.13 The association has an independent balance sheet, can open settlement and other accounts, including those in foreign currency. He also has a stamp with his name, letterhead and other attributes.

1.14 The association has the right to enter into transactions on its own behalf, to acquire property and personal non-property rights, to assume obligations; Can be a plaintiff and a defendant in court, arbitration and mediation court.

Article 2. Objectives and main directions of activity of the association

2.1 The aim of the association is to develop and popularize cinematographic art.

2.2 წინამდებარე წესდებით განსაზღვრული მიზნის განსახორციელებლად ასოციაცია:
(ა) გეგმავს და ატარებს საგანმანათლებლო, შემეცნებით, კულტურულ და საკოორდინაციო ხასიათის შეხვედრებსა და ღონისძიებებს კინოსაოპერატორო ხელოვნების და მომიჯნავე სფეროების განვითარებისა და პოპულარიზაციის მიზნით;
(ბ) იცავს კინოოპერატორების საერთო პროფესიულ უფლებებსა და ინტერესებს;

2.3 In order to realize its goals, the association is authorized to seek and receive any income permitted by the laws of Georgia, including donations and grants.

2.4 The association is authorized to engage in business activities of an auxiliary nature. The profit obtained from such activities should be used for the realization of the objectives of the association.
The distribution of the profit obtained as a result of such activity among the association’s founders, members, as well as persons with leadership and representative powers is not allowed.

2.5 Property owned by the association may be sold if the sale serves the organizational development of the association, contributes to the implementation of its goals or serves charitable purposes.

Article 3. Meeting of the founders of the association

3.1 The founders of the association are the persons who agreed to establish the “Georgian Cinematographers Association” and sign the founding deed registered with the non-entrepreneurial legal entities registration authority.

3.2 Founders of the association automatically become members of the association after registration with the registration body.

3.3 The founders of the association are authorized by a simple majority of votes to appoint the initial board of the association, to appoint the initial chairman of the board (president).

3.4 Upon successful completion of the procedure established in paragraph 3.3 of this article, the association’s founders are terminated from the authority granted in the mentioned paragraph and continue to enjoy the status of the main member of the association and other position (if any) in the association.

The founders of the association are:

  1. Giorgi Shvelidze,
  2. Giorgi Devdarian,
  3. Omar Gelashvili,
  4. Vasili Dolidze,
  5. Shalva Sokurashvili,
  6. Alexander Darakhvelidze,
  7. Vigen Vartanov,
  8. Dimitri Dekanosidze.
Article 4. Association member and his rights and duties

4.1 A member of the association can be an adult, able-bodied individual.

4.2 A person wishing to become a member of the association applies to the president of the association with a written application and submits the following documents:

A. a copy of the identity document;
b. professional biography;
c. contact information, including information about residence and place of work, e-mail address and telephone number;
d. letters of recommendation from two members of the association;

e. proof of work as an operator of a visual work;

4.3.
ასოციაციის წევრობის განაცხადის წარდგენით, პირი ადასტურებს, რომ ეთანხმება ასოციაციის ეთიკის პრინციპებსა და იღებს ვალდებულებას, დადგენილი წესით გადაიხადოს საწევრო.

4.4.
ახალი წევრის მიღებასთან დაკავშირებით საბოლო გადაწყვეტილებას იღებს ასოციაციის გამგეობა, სიითი შემადგენლობის 2/3-ის უმრავლესობით.

4.5 The member of the association pays the membership fee, the amount of which and the method of payment are determined by the board of the association, by a majority of 2/3 of the members;

4.6.
ასოციაციის წევრს წევრობა შეუწყდება:

(a) voluntarily, on the basis of a personal statement;

(b) in case of death, recognition as dead, missing or declared incapacitated, in the manner established by the legislation of Georgia;

(c) in case of violation of the association’s charter or the association’s ethical principles;

(d) in case of non-payment of the membership fee according to the rules established by the association;

(e) in carrying out any other action that harms or endangers the reputation of the association or hinders the activities of the association.

4.7.
ამ მუხლის 4.6.
პუნქტის (გ), (დ) და (ე) ქვეპუნქტებით გათვალისწინებულ შემთხვევებში ასოციაციის წევრობის შეწყვეტის შესახებ გადაწყვეტილებას იღებს ასოციაციის გამგეობა, სიითი შემადგენლობის 2/3-ის უმრავლესობით;

4.8.
ასოციაციის გამგეობა ვალდებულია, არა ნაკლებ 10 დღით ადრე აცნობოს ასოციაციის წევრს, რომ განიხილავს მისი წევრობის შეწყვეტის საკითხს.
ასეთი ცნობის მიღებიდან არა უმეტეს 7 დღის ვადაში წევრს უფლება აქვს, ასოციაციის გამგეობას წარუდგინოს საკუთარი მოსაზრება განსახილველი საკითხის შესახებ;

4.9.
ასოციაციის წევრს უფლება აქვს:

(ა) მიიღოს მომსახურება, რომელსაც ასოციაცია საკუთარ წევრებს სთავაზობს, დადგენილი წესითა და პროცედურების მიხედვით;

(b) to participate in the management and activities of the association, in the manner established by the legislation of Georgia and this charter;

(c) to get acquainted with the annual content and financial report of the association;

(d) in case of non-payment of the membership fee according to the rules established by the association;

4.10.
ასოციაციის წევრი ვალდებულია:

(a) to follow the association’s charter and ethical principles;

(b) take care of the property and reputation of the Association;

(c) to contribute to the achievement of the goals and tasks facing the association;

(d) to pay the membership fee in the prescribed amount and manner.

4.11.
ასოციაციის წევრს არ აქვს უფლება, ასოციაციის სახელით გააკეთოს საჯარო განცხადება ან წარმოადგინოს ასოციაცია სხვა პირებთან ურთიერთობაში, შესაბამისი ავტორიზაციის გარეშე, საქართველოს კანონმდებლობითა და ამ წესდებით დადგენილი წესით.

Article 5. Honorary member of the association

5.1.
ასოციაციას შეიძლება ჰყავდეს საპატიო წევრები.
საპატიო წევრად მიიღება სრულწლოვანი, ქმედუნარიანი ფიზიკური პირი, რომელიც საქმიანობს საქართველოს კინო ინდუსტრიაში ან რომლის წევრობა ემსახურება საქართველოს კინო განვითარებისა და პოპულარიზაციის მიზნებს;

5.2.
საპატიო წევრად მიღებაზე გადაწყვეტილებას იღებს გამგეობა, სხდომაზე დამსწრე წევრთა ხმათა უბრალო უმრავლესობით.

5.3.
ასოციაციის საპატიო წევრი სარგებლობს იმ მომსახურებითა და ბენეფიტებით, რასაც ასოციაცია საკუთარ წევრებს სთავაზობს.
საპატიო წევრი არ არის ვალდებული მონაწილეობა მიიღოს საერთო კრების საქმიანობაში.
საპატიო წევრი საერთო კრებაზე არ სარგებლობს ხმის მიცემის უფლებით.
საპატიო წევრი ვალდებულია დაიცვას ამ წესდებით გათვალისწინებული წესები.

5.4.
საპატიო წევრობის შეწყვეტის შესახებ გადაწყვეტილება მიიღება ამ წესდების მე-4 მუხლის 4.6.
(ა), (ბ), (გ), (ე) ქვეპუნქტების.
4.7.
და 4.8 .
პუნქტების შესაბამისად.

Article 6. Management bodies

6.1 The governing bodies of the association are the general meeting of members and the board;

6.2 The highest governing body of the association is the general assembly of the association’s members. The founders of the association participate in the activities of the general meeting of members as well as the members;

6.2.1 The general meeting of the members of the association is convened by the board once a year or at any time when the interests of the association require it;

6.2.2 The board is obliged to notify the members of the date of the meeting and introduce the draft agenda of the meeting 10 (ten) working days before the meeting;

6.2.3 The general meeting of the members of the association is capable of making decisions if 2/3 of the members are present;

6.2.4 The general meeting of association members makes decisions on the following issues:

(a) election of board members from association members;

(b) approval of the results and reports of the work conducted by the board;

(c) approving the association’s charter, making changes and additions to it;

(d) changing the purpose of the association;

(e) reorganization and liquidation of the association;

(f) alienating and/or otherwise disposing of the association’s property for the purpose of promoting the association’s activities, organizational development, implementation of its goals, or charity;

(g) making a decision on dismissal of board members;

(h) resolves other issues provided for by this charter and the legislation of Georgia, which do not belong to the powers of other bodies under this charter.

6.2.5 Decisions at the general meeting are made by a majority of 3/4 of the list of members present;

6.2.6 After the decision is taken by the general meeting of the association members, a protocol is drawn up, which must be signed by the chairman and the secretary of the meeting. They are elected from among the members of the association by the general meeting of the members of the association by a simple majority of the votes of the members present.

6.3 The executive body of the association is the board of directors, which consists of 5 members and is elected by the general meeting of the association’s members for a 2-year term.

6.3.1 The board performs the following functions:

a) approves the action plans and reports of the association upon submission of the president of the association; develops and approves the organizational structure of the association;

b) determines the main directions of the structural units of the association;

c) gives consent to the president of the association regarding the appointment and dismissal of the association’s employees;

d) makes other decisions provided for by this charter and current legislation to achieve the association’s charter goals.

6.3.2 The work of the board is led by the president of the association, who is also a member of the board.

6.3.3 Board meetings are convened by the president of the association. An extraordinary session will be convened at the initiative of the president of the association. An extraordinary meeting can also be called upon the written request of two-thirds of the board members;

6.3.4 The board is capable of making decisions if 2/3 of the members are present at the meeting;

6.3.5 The decision at the board meeting is made by a simple majority of the votes of the members present;

6.3.6 The authority of a board member is terminated by the general meeting:

a) on the basis of a personal statement;

b) if the activities of the board member contradict the goals of the association and/or he violates the duties assigned to him by the present charter.

6.3.7 The board is accountable to the general meeting of association members;

6.3.8 Minutes are drawn up after each meeting held by the board, which is signed by the president and the secretary of the meeting.

6.3.9.
გამგეობის წევრები 2 წლის ვადით არიან:

  1. Giorgi Shvelidze,
  2. Omar Gelashvili,
  3. Vasili Dolidze,
  4. Shalva Sokurashvili,
  5. Vigen Vartanov
Article 7. President of the Association

7.1 The president of the association is responsible for the execution of the decisions of the board, leadership and representation of the association;

7.2 The president of the association is elected from among its members by the board every 2 (two) years; The decision is made by a majority of 2/3 of the members of the list;

7.3 The authority of the president of the association continues even after the expiration of the established term until the election of a new president of the association;

7.4 Giorgi Shvelidze was elected as the president of the non-entrepreneurial (non-commercial) legal entity “Georgian Cinematographers Association” for a term of 2 years;

7.5 The president of the association carries out operational management of the financial funds and other material assets of the association and is responsible for their correct use. He signs the association’s official, including financial documents, issues orders and decrees that are binding for all association employees. The president of the association coordinates the activities of structural units of the association;

7.6 The president of the association, without a power of attorney, alone and independently represents the interests of the association before all organizations and agencies. It organizes the implementation of the decisions made by the general meeting and the board and resolves all issues related to the association’s activities;

7.7 The president of the association, without a power of attorney, alone and independently represents the association in legal relations with third parties. He is granted full and unrestricted representative authority in dealings with any third party;

7.8 The president of the association is responsible for the accounting and accounting of the association in accordance with the current legislation of Georgia;

7.9 The president of the association is obliged to keep all documents related to the activities of the association provided for by the law for ten years;

7.10 The president of the association is obliged to provide a report to the board about the work performed once a year and to inform it about his activities;

7.11 The president of the association is authorized to:

a) to appoint and dismiss association employees with the approval of the board;

b) enter into binding contracts, issue powers of attorney;

c) open accounts, resolve other issues stipulated by the legislation and the association’s charter.

Article 8. Property, activities and responsibilities of the association

8.1 The association has the right to conduct entrepreneurial and economic activities in accordance with the law;

8.2 The property of the association consists of the main funds, working capital and other valuables required for the material provision of the activities stipulated by the charter, which are reflected in the independent balance sheet of the association;

8.3 The sources of the association’s financial resources are:

a) membership fees;

b) grants, voluntary charitable contributions and donations;

c) incomes received by the association through the implementation of targeted projects and programs;

d) incomes of enterprises created with the participation of the association;

e) other sources that are not prohibited by the current legislation of Georgia;

8.4 The association can own the property needed to ensure the activities provided for by the charter;

8.5 The property obtained by the entrepreneurial and economic activity of the association will not be distributed among the members of the association and it is used only to achieve the statutory goals;

8.6 The property owned by the association may be alienated if the alienation serves the activity of the association, organizational development, contributes to the implementation of its goals or serves charitable purposes.

Article 9. Reorganization and liquidation of the association

9.1 The activity of the association is terminated:

a) by the decision of the general meeting of the members of the association;

b) by court decision;

9.2 the activity of the association is terminated through its reorganization or liquidation;

9.3 The decision on the liquidation of the association is made by the general meeting of members. Liquidation is carried out by the board. During the liquidation of the association, the general meeting of members approves the liquidation procedure;

9.4 The following are entitled to receive the remaining property after liquidation:

a) non-entrepreneurial legal entities established by the association;

b) non-entrepreneurial legal entities with similar goals and activities;

9.5 Information about the liquidation must be published.

Article 10. Transitional and final provisions

10.1 This charter shall come into force from the moment of signing by all founders;

10.2 If any provision of this Charter is declared invalid, this will not affect the validity of other provisions of the Charter;

10.3 In case of inconsistency between this statute and the applicable legislation of Georgia, the law shall prevail.