CHARTER

 OF “AZERBAIJAN YOUTH TRANSLATORS ASSOCIATION”

PUBLIC UNION

I. GENERAL PROVISIONS

1.1.       “Azerbaijan Youth Translators Association” Public Union (hereinafter to be referred to as the “Union”) is a non-governmental, non-commercial and non-political self-controlled organization established under the initiative of several founders with common interests. TheUnionshall not consider making profits to be the main purpose of operation and shall not divide the profits among members. The Union is established for an indefinite period of time and its activities cover the whole territory of theRepublicofAzerbaijan.

1.2.       The Union sets up its operation in line with the Constitution of theRepublicofAzerbaijan, the Law of theRepublicofAzerbaijanon Non-Governmental Organizations (public unions and foundations), other legislative acts and this Charter.

1.3.       Official name of theUnion: “Azerbaijan Youth Translators Association” Public Union.

1.4.       The Union shall obtain the status of legal entity at the time it is registered with the Ministry of Justice of theRepublicofAzerbaijan.

1.5.       Being a legal entity, theUnionshall have an independent balance sheet, property, bank accounts, circular seal and stamp and other requisites.

1.6.       TheUnioncan join, build direct contact, sign contracts and agreements not prohibited by law with international public organizations. TheUnioncan obtain property and individual non-property rights, undertake duties, appear in the court as a plaintiff or defendant.

1.7.       The property donated by the Union’s founders (participants) to the Union is the property of theUnion. TheUnionshall use this property for the objectives set out in this Charter.

1.8.       The Union’s participants do not maintain the ownership to the property or membership fee granted to theUnion.

1.9.       TheUnionbuilds its operation on the principles of voluntariness, equality and independence of its members, democratic governance and mutual cooperation.

1.10.  Legal address of the “Azerbaijan Youth Translators Association” Public Union: AZ 1142, 5 Gachag Nabi str., apt.6,Baku,Azerbaijan

II. OBJECTIVES AND ACTIVITIES OF THE UNION

2.1.       The objectives of theUnionshall be the following:

–          build communication between the translators operating inAzerbaijan;

–          represent the social, economic and legal interests of translators and interpreters;

–          ensure and advocate for sharing of experience and knowledge, as well as professional cooperation between the translators;

–          support students receiving professional education in translation;

–          spread good practices in all spheres of life using the opportunities of intercultural communication;

2.2.       TheUnion’s activities shall include:

–       organize events aimed at forming a proper public opinion about translation profession and translators (seminars, trainings, meetings, etc.);

–       organize events aimed at promoting the experience- and knowledge sharing and professional partnership between translators (trainings, meetings etc.)

–       prepare a Code of Conduct for translators and advocate for ethical rules;

–       freely disseminate information on objectives and activities of theUnion;

–       build and develop relations with public organizations of foreign countries and international organizations;

–       attend international conferences and seminars of international non-governmental organizations that can be useful in achieving the set duties;

–       organize conferences, seminars, meetings together with state agencies or other public organizations or attend this type of events;

–       carry out massive charity activities as specified by the laws;

–       represent and protect legal interests of its members before the state agencies of theRepublicofAzerbaijan, political and public organizations.

–       create unions uniting on the basis of voluntariness;

–       obtain or rent land plots, buildings and other constructions;

–       create press outlets, publishing house of the public union;

–       for active involvement, professional achievements, remunerate the members of theUnionand others, raise the issue of granting awards or honorary titles before the authorities.

–       carry out other types of activities not prohibited by laws;

2.3.       The Union can implement any activity that is not prohibited by the laws of theRepublicofAzerbaijanand is not in violation of the objectives set out in this Charter.

2.4.       TheUnion, without distributing the profits among the founders, participants, members, officeholders or assistants, can engage in entrepreneurial activity aimed at achieving the objectives set out in this Charter.

2.5.       The Union cannot take part in the elections to the parliament of theRepublicofAzerbaijan, the post of the President of theRepublicofAzerbaijan, or the municipal offices. TheUnioncannot provide financial or any other material aid to political parties.

III.MEMBERSHIP.
RIGHTS AND DUTIES OF MEMBERS

3.1.       TheUnion’s participants shall include founders, members and assisting entities. Foreigners and persons without citizenship can be participants of theUnion.

3.2.       The founders of theUnioncan be legal entities (except for state authorities and local government bodies) or physical persons who have reached 18 years of age.

3.3.       The founders have equal rights. Mutual relations between the founders, their rights and duties are determined by the law, or an agreement signed between them, or this Charter.

3.4.       Every physical and legal entity (except for state authorities and local government bodies) in theAzerbaijanRepubliccan be a member of the Public Union.

3.5.       The members of Public Union under the age of maturity shall obtain rights in line with the civil legislation of theRepublicofAzerbaijanand undertake responsibilities.

3.6.       The admission of members to theUnionis implemented by the Board. It is necessary to submit a written application to the Board to become a member. The application is considered in a period of one month. The admission is considered approved when more than one-half of the Board members vote for it.

3.7.       The membership to theUnioncan be in individual and collective form. Honorary members can be admitted to theUnion.

3.8.       Institutions, enterprises and organizations can be collective members of theUnion.

3.9.       The members of the Union shall be granted a membership ID card approved by the supreme body of theUnion.

3.10.  The Union members have equal rights. It is prohibited to establish different rights for the members.

3.11.  Each member of theUnionhas one vote.

3.12.  The members of the Union pay a membership fee, the amount of which shall determined by the supreme body of theUnion.

3.13.  The members of theUnioncan have membership with other public unions as well.

3.14.  Rights of theUnion’s members shall be the following:

–       participate in the management of the organization in the order established by the present Charter;

–       elect or be elected to governing bodies of theUnion;

–       obtain information about the activities of theUnionand make proposals;

–       participate in the activities and events of theUnion;

–       monitor governing bodies of theUnion;

–       obtain information about the elected bodies and officeholders of theUnion;

–       participate personally in discussions on any issue related to their rights and duties and protest and complain to the relevant bodies of theUnion;

3.15.  A member of the Union cannot be a member of two elected bodies of theUnionat the same time;

3.16.  A member of the Union can represent or speak on behalf of the Union only if he/she is authorized by relevant bodies of theUnion.

3.17.  Duties of the Union members:

–       take an active part in the events and activities organized by theUnion;

–       fulfill the decisions adopted by the governing bodies;

–       abide by the requirements of the Charter;

–       pay the membership fee;

3.18.  The membership shall be terminated in the following cases:

–       if theUnionis liquidated;

–       at member’s own request;

–       member commits actions damaging the reputation of theUnion;

–       other cases stipulated by the law;

3.19.  The decision to terminate the membership shall be adopted by the General Assembly. To this end, more than half of the attendees of the Assembly should vote for the decision.

3.20.  The person, the membership of which is in question, shall be informed about the date and place of the General Assembly; if he/she is willing to express his/her opinions on the issue, he/she should be allowed to do it.  If the person, the membership of which is in question, has been informed about the date and place of the Assembly, his/her absence shall not impede the discussion of the issue and adoption of a relevant decision.

3.21.  The person can lodge an appeal against the decision with Control and Revision Committee within 10 days upon the adoption of the decision. The Committee shall hear the appeal within 15 days upon reception of the appeal and pass a decision on fulfillment or rejection of the appeal.

3.22.  The issue of expelling a member of theUnion, shall be raised before the General Assembly by the Inspection and Revision Committee. The Committee provides the General Assembly with necessary documents confirming the Committee’s decision on the issue and the grounds to terminate the membership.

3.23.  The General Assembly shall pass a decision on the issue within one month upon the reception of the Committee’s decision on the issue and other documents provided in Article 3.22.

3.24.  In case the person expelled from theUniondisagrees with the decision of the Committee has the right to appeal to courts.

3.25.  Assisting entities of theUnion:

–       Physical and legal entities that support the Union by donating property, providing institutional or other help, providing voluntary work and services are considered to be assisting entities of theUnion.

–       The assisting entities of the Union can attend the work of the governing bodies of theUnionwith right for advisory vote;

–       The bookkeeping for the assisting entities of theUnionis ensured in a separate register;

–       The assisting entities of the Union can attend all events of the Union, benefit from the opportunities and protection of theUnionin frames of the laws;

–       The assisting entities of the Union shall not commit any action damaging the good name of theUnion;

–       The assisting entities of theUnioncan any time terminate their activities;

IV. THE ORGANIZATIONAL STRUCTURE AND

GOVERNING BODIES OF THE UNION

4.1.       The supreme governing body of theUnionshall be the General Assembly  (hereinafter to be referred to as the “Assembly” which convenes at least once a year. The decision to convene the Assembly and the issues to be considered by the Assembly shall be declared to the members at least 15 days prior to the date of Assembly (except for cases enlisted in Article 4.8)

4.2.       The Assembly convenes under the initiative of one of the founders, the executive body, or one-third of members of theUnion.

4.3.       The Assembly shall have the following authorities:

–       adopt the charter of theUnionor make additions or amendments to it;

–       make changes in the structure of theUnion, establish its bodies or terminate their authorities;

–       approve annual report;

–       pass a decision on participation of the union in other organizations;

–       determine the amount of the membership fee;

–       pass a decision on the expulsion of a member from theUnion;

–       determine the rules of forming and using the property of theUnion;

–       reorganize and close theUnion;

–       elect the chairman of the Board and its 5 members;

–       elect the chairman and 3 members of the Control and Revision Commission;

4.4.       The Assembly shall adopt decisions with a simple majority of votes. Each members has one vote.

–       The Assembly is considered authorized if attended by more than one-half of members of theUnion.

–       Written protocol should be compiled in the Assembly. The protocol shall be signed by the chairman and secretary of the Assembly.

–       If necessary, the protocol shall be distributed to all members.

4.5.       An extraordinary session of the Assembly can be convened if required by one of theUnion’s founders, executive body or 1/3 of members.

4.6.       TheUnion’s founders and members shall be informed about the date and place of the Assembly at least 2 weeks in advance.

4.7.       The Assembly can only decide to make amendments, additions or changes to the Charter if attended by more than one-half of the members.

4.8.       TheUnion’s activities during the interval between the Assemblies, is led by the Management Board.

4.9.       The executive body of the Public Union shall be the Management Board, which is elected for two years term.

4.10.  The Management Board shall consist of a chairman and members elected by the General Assembly.

4.11.  Management Board shall:

–       of its members, selects a deputy chairman;

–       report to supreme governing body;

–       make decisions to regulate the operation of theUnion.

–       make decisions on approval of membership to theUnion.

–       establish branches and representative offices of the Public Union and lead its activities;

–       establish committee and commissions of theUnion;

–       hear and decide on the complaints and applications received;

–       approve the balance and budget of theUnion, and the salary sheet of the employees;

–       decide on all issues except those exclusively assigned as the authority of the General Assembly

4.12.  The decisions in the meetings of the Board shall be passed with a simple majority of votes. The meetings of the Board are authorized if attended by more than one-half of its members. The Board meets at least once a month and can be convened by the Board Chairman when necessary.

4.13.  The Board shall serve for 2 years.

4.14.  The meetings of the Board shall be led by the Board Chairman.

4.15.  The activities of the Public Union shall be led by the executive body of theUnion. The executive body of the Union shall be the Management Board, which includes the Chairman of theUnion, deputy chairmen and other members. The chairman of theUnionshall be elected through secret ballot to serve for 2 years (is allowed to be re-elected).

4.16.  The chairman of theUnionshall report to the Management Board and the General Assembly.

4.17.  The chairman of the Board of theUnionshall:

–       issue orders and decrees on behalf of the Public Union;

–       conclude agreements on behalf of theUnionunder approval from the Management Board;

–       decree on the property and funds of theUnion;

–       represent theUnionin state agencies and other bodies without a letter of attorney;

–       grant letter of attorney on behalf of theUnion;

–       implement management and other issues of theUnion;

–       implement other functions assigned by the General Assembly.

–       in the absence of the Chairman, his/her authority is implemented by the deputy chairmen of the Board.

4.18.  Deputy Chairman (chairmen) shall:

–          represent theUnionunder approval from the Union chairman;

–          fulfill the functions of the Union chairman, when he/she is unable to fulfill his/her duties;

–          fulfills other functions assigned by the General Assembly and the Charter;

4.19.  The supervisory body of theUnionis the Control and Revision Committee (hereinafter to be referred to as the “Committee”, which is elected to serve for 2 years.

4.20.  The Committee controls the compliance of the activities of the elected bodies of the Union, officeholders and members with the Charter, the financial operations of the Union and the usage of the property of theUnion.

4.21.  The Committee shall serve 2 years.

4.22.  The Committee shall adopt decisions with a simple majority of votes. The Committee’s meetings are authorized in the presence of more than one-half of its members.

4.23.  The Committee shall hear and respond to the appeals received from the members and bodies of theUnionwithin a month upon reception.

4.24.  The operation of the Committee shall be regulated on the basis of “Regulations of the Public Union’s Control and Revision Committee”;

4.25.  Members of the Management Board cannot be elected as the Committee members.

4.26.  The Committee shall be subordinate to the Assembly and only report to the Assembly.

4.27.  All members and officeholders of theUnion’s executive and supervisory bodies shall be elected (appointed) for two years term.

V. THE PROPERTY AND FINANCIAL ACTIVITY OF THE UNION

5.1.       The Union can carry out any type of activity inside and outside of the country not prohibited by the laws of theRepublicofAzerbaijanand not contradicting with the objectives set out in the Charter of theUnion.

5.2.       TheUnion, without distributing the incomes among the founders or members,  can carry out entrepreneurial activity with the intent to achieve the goals of the organization.

5.3.       TheUnioncan:

–       create press outlets and publishing houses;

–       implement production and sale of income-oriented goods and service that meet the goals of the organization;

–       obtain securities, property and non-property rights;

–       carry out other activities in line with legislation;

5.4.       The property or the operative office of theUnionmay contain buildings, enterprises, movable and immovable property and other types of property authorized by law.

5.5.       The sources for formation of the property of theUnionin monetary or other form are the following:

–       regular or one-off membership fees from the founders and members of theUnion;

–       voluntary property fees and donations from physical and legal entities;

–       profits derived from the sale of goods, service and other activities;

–       dividends and profits from shares, bonds and other securities and deposits;

–       profits derived from the use and sale of its own property;

–       grants;

–       other incomes not prohibited by law;

–       theUnionshall be responsible for its obligations with its property.

5.6.       The Union shall not be responsible for the liabilities of its founders and members; the founders and members shall not be responsible for the liabilities of theUnion.

VI. BRANCHES AND REPRESENTATIVE OFFICES OF THE UNION

6.1.       The Union can open its branches and representative offices in the territory of theRepublicofAzerbaijanor abroad;

6.2.       The branch of the Union shall be organized away from the location of theUnionand implement its activity or part of its activity;

6.3.       The representative office of the Union shall be organized away from the location ofUnion, represent and defend its interests;

6.4.       The branch and the representative office of theUnionshall not be a legal entity. The branch and the representative office of the Union shall obtain share from the Union and operate on the behalf of the Union on the basis of Regulations approved by theUnion. TheUnionshall be responsible for the operation of the branch and representative offices.

6.5.       The heads of the branches and representative offices of theUnionshall be appointed by the Board and operate in the frames of the power established by the Board.

VII. CHARTER. ADOPTION, AMENDMENTS AND ADDITIONS

7.1.       The adoption of the Charter of theUnion, amendments and additions to the Charter shall be made by the General Assembly

7.2.       The amendments, additions and changes to theUnionshall be made by the General Assembly in the presence of more than one-half of its members

7.3.       The amendments to the Charter shall be registered with the relevant sate executive authority (Ministry of Justice of theRepublicofAzerbaijan). The amendments to the Charter shall come into force upon the registration with the state.

VIII. TERMINATION OF THE UNION’S OPERATION

8.1.   The operation of theUnion shall be terminated:

–         through a decision passed by the General Assembly with a two-third majority of votes;

–         through a court decision as stipulated by laws;

8.2.       The operation of theUnionis terminated through reorganization (union, merger, division, separation, transformation) and closure.

8.3.       The reorganization of theUnionis implemented in the order established by the law. The reorganization can be implemented on the basis of a decision of its founders or body of theUnionauthorized by the charter.

8.4.       The reorganization of theUnioncan be in the form of union, merger, division, separation of transformation.

8.5.       The reorganization of theUnionthrough union or merger with another organization shall come into force at the moment when a relevant executive authority registers the termination of the operation of one of these organizations.

8.6.       The reorganization of theUnionthrough division or separation shall come into force at the moment when relevant executive authority registers the separation of one of the organizations, termination of the divided organization or establishment of a new non-governmental organization.

8.7.       The reorganization of theUnionthrough transformation shall come into force when relevant executive authority registers the termination of the operation of the existing organization and establishment of a new organization on its basis.

8.8.       All issues related to legal succession following the union, merger, division, separation or transformation, shall be settled in the order established by the Civil Code of theRepublicofAzerbaijan.

8.9.       A closure committee shall be created by the General Assembly for the termination of the operation of theUnion. The committee shall assume the right for the management of theUnion’s property.

8.10.  After settlements with the budget during the closure of theUnionand after creditors’ demands are met, property shall be used for the objectives of the Charter in the order established by the law, or if this is impossible, shall be transferred to the state budget. The Union is closed on the basis of the Civil Code of theAzerbaijanRepublicand other legislative acts.

IX. OTHER TERMS

9.1.       Issues that are not regulated by this charter shall be regulated by the law.

9.2.       If provisions of this Charter contradict the law in the future, provisions of the law shall be applied.

9.3.       TheUnion’s fiscal year shall begin from the moment is registered and end on 31 December of the same year. Following fiscal years shall begin on 1 January and end on 31 December.