Non-production (non-for-profit) Legal Entity
Caucasian Association of Body Psychotherapy
CHARTER
Approved by the Founding Members under Decision No. 1
Dated 1 November 2018
Batumi
2018
Article 1. General Provisions
1.1. The Caucasian Association of Body Psychotherapy (hereinafter referred to as the Association) is a non-production (non-for-profit) legal entity that was established on the basis of membership in accordance with the Civil Code of Georgia and operates according to the rules of Georgian legislation and the present Charter.
1.2. The type of business entity of the Association is a non-production (non-profit) legal entity and its legal status is determined by the Civil Code of Georgia and the present Charter.
1.3. Name of the Association:
In Georgian: არასამეწარმეო (არაკომერციული) იურიდიული პირი “კავკასიის სხეულზე ორიენტირებული ფსიქოთერაპიის სასოციაცია”
Abbreviated in Georgian: ა(ა)იპ “კსოფა”.
In English: Caucasian Association of Body Psychotherapy.
1.4. Legal address: 15, Gorgasali Street, Batumi, Apartment 7.
1.5. Email address of the Association: This email address is being protected from spambots. You need JavaScript enabled to view it.
1.6. In the pursuit of its goals, the association operates throughout the territory of Georgia, as well as beyond its borders.
1.7. The Association has been established for an unlimited period and its existence is deemed to have begun upon its registration in the list of production and non-production (non-for-profit) legal entities. The Association is independently financed, has its own assets and maintains settlement and foreign currency accounts in Georgian and foreign banks.
1.8. The Association may open branches both inside and outside the country.
1.9. The Association is legally qualified to make agreements at its own discretion, acquire property and non-property rights, assume contractual obligations, and be a defendant or plaintiff in a court of law.
1.10. The Association has the right to join various organizations, including international public organizations, as well as to pursue direct international relations, conclude relevant agreements and participate in activities that do not contradict Georgian legislation.
1.11. The non-production (non-for-profit) legal entity legal entity is independent from its members (member), as well as the person (persons) eligible to lead and represent the Association. The non-production (non-for-profit) legal entity is responsible only for its own assets. The members and person (persons) who has (have) the authority of the board and the representative office of the Association are not responsible for the obligations of the non-production (non-for-profit) legal entity. Accordingly, the Association does not assume responsibility for the obligations of the person (persons) eligible to lead and represent the Association
1.12. The Association has a seal, stamp, bank account and other essential elements of a legal entity.
Article 2. Objectives and Activities of the Association
2.1. The objectives of the Association are:
2.1.1. To popularize body psychotherapy in the Caucasus.
2.1.2. To exchange information among those interested in body psychotherapy.
2.1.3. To engage in the professional study of body psychotherapy methods.
2.1.4. To conduct therapeutic group work in body psychotherapy.
2.1.5. To carry out methodological work and scientific research in body psychotherapy.
2.1.6. To develop international contacts in the psychotherapeutic community.
2.2. In order to achieve these goals, the Association:
Article 3. Membership in the Association
3.1. Citizens of any country who recognize the Association’s Charter and share the goals of the Association can join the Association as its members.
3.2. New members are accepted into the association on the basis of a written application that is reviewed by the management board of the Association.
3.3. Members of the Association enjoy equal status.
3.4. Members who wish to leave the Association must submit written notification of their intention to renounce membership.
3.5. Membership cannot be transferred to another person, nor can it be inherited.
3.6. Members can be expelled from the Association on the following grounds:
3.6.1. If they have acted in a way that is contrary to the Association’s objectives and tarnishes the name and reputation of the Association.
3.6.2. If they are in gross violation of the interests of the Association.
3.6.3. If they have failed to pay the membership fee within three months of the required date.
3.6.4. In the event of other circumstances stipulated by law and the present Charter.
3.7. The decision to expel a member from the Association is made by the Board of Founding Members. Expelled persons are entitled to seek legal recourse in a court of law.
3.8. Citizens of Georgia and other countries who carry out their activities in the relevant field and who have a prominent reputation are eligible to become Honorary Members of the Association. The rights and obligations of ordinary members do not extend to Honorary Members of the Association.
Article 4. Founding Members of the Association
Article 5. Rights and Responsibilities of the Association
5.1. Members of the Association have the right to:
5.1.1. participate in the General Assembly of the Association;
5.1.2. participate in the Association’s programmes and projects, as well as in their development and review, in accordance with their qualifications and competencies;
5.1.3. receive information about their activities from the Association’s management bodies;
5.1.4. participate in the activities of the Association in accordance with their competencies and interests;
5.1.5. use the information and assets of the Association if such activity does not encroach on the interests of the latter.
5.2. Members of the Association are obliged to:
5.2.1. uphold the Charter, as well as the provisions and decisions of the Association’s management;
5.2.2. uphold the dignity and respectability of the Association;
5.2.3. actively assist in resolving problems facing the Association;
5.2.4. take care of the Association’s assets;
5.2.5. pay the membership fee established on the basis of the law adopted by the Organizational Council.
Article 6. Membership Fee
6.1. The membership fee is used to finance events organized by the Association.
6.2. The membership fee amount and method of payment are established by the General Assembly, with the final decision being made by the Board of Founding Members.
Article 7. Bodies of the Association
7.1. Bodies of the Association:
Article 8. The General Assembly
8.1. The General Assembly of Association Members (hereinafter referred to as the General Assembly) is the highest body of the Association.
8.2. In pursuance of the interests of the Association, the Board of Founding Members calls meeting of the General Assembly at least once per year.
8.3. An extraordinary meeting may be called by 1/5 of the members of the Association or in writing by the Board of Founding Members, stating the purpose, basis and agenda of the meeting.
8.4. General Assembly meetings are held at the Association’s legal address, unless the person calling the meeting specifies a different venue.
8.5. The General Assembly is authorized to adopt decisions if more than 2/3 of the total number of Association members are in attendance. In the event that a meeting is attended by fewer than 2/3 of the Association members, it may be called again after a period of 7 (seven) days, in accordance with the Charter and with the same agenda. In this case, the General Assembly is authorized to adopt decisions if more than half of the total number of Association members are in attendance.
8.6. Association members must be notified in writing about a scheduled meeting at least 2 (two) weeks in advance. Invitations must indicate the time, date, agenda and venue of the meeting. In the event that the General Assembly intends to consider the issue of dissolving the Association, members must be notified in writing at least 30 (thirty) days in advance. Invitations may be sent by email, fax or regular post.
8.7. General Assembly meetings are chaired by the Chairperson of the Association. If the Chairperson is unable to chair the meeting, then one of the Board of Founding Members shall take his/her place.
8.8. Absentee ballots are equivalent to being physically present at General Assembly meetings. Members who cannot attend a meeting in person are required to inform the Board of Founding Members in writing no later than 5 (five) days before the meeting, stating their reasons for not attending.
8.9. Each member of the Association has one vote. In the event that votes are split, the motion under consideration shall be deemed not passed.
8.10. The General Assembly adopts decisions on the basis of secret or open ballots, with the voting method being selected by the General Assembly.
8.11. Minutes are taken at General Assembly meetings, indicating the time, place and number of participants, as well as the agenda and the decisions adopted. The minutes are signed by the Chairperson of the Meeting and the Chairperson of the Association.
Article 9. Competencies of the Members of the General Assembly
9.1. The competencies of the General Assembly include:
9.1.1. submitting proposals and/or considering amendments and additions to the Association Charter;
9.1.2. submitting and considering proposals on changes to the objectives of the Association;
9.1.3. putting forward candidates for a new Chairperson of the Association;
9.1.4. submitting proposals on changes to the membership fee set by the Board of Founding Members;
9.1.5. requesting that the Board of Founding Members provide the necessary information with the relevant explanations;
9.1.6. submitting proposals on accepting new members to, and expelling current members from, the Association, as well as reviewing the requests of members to leave the Association. Final decisions on these issues are taken by the Board of Founding Members.
9.2. The General Assembly adopts the decision on the basis of a majority vote.
Article 10. The Board of Founding Members of the Association
10.1. The Board of Founding Members of the Association (hereinafter referred to as the Board) is the governing body of the Association. As such, it manages and directs the everyday activities of the Association.
10.2. The Board consists of the Chairperson and the founding members.
10.3. The Board is responsible for keeping and protecting the Association’s assets and is obliged to report on the state of the Association’s assets.
10.4. The Board meets once every three months. Special meetings of the Board may be called by Chairperson of the Association, or upon the written request of at least 2 (two) members of the Board.
10.5. Members of the Board must be informed about the holding of a meeting and its agenda no later than 3 (three) days before the meeting.
10.6. The Board is authorized to adopt decisions if more than half of the founders are present. If any of the founders is unable to attend the meeting, they can submit their votes on the topics for discussion in written form. They can also take part in the meeting via Skype, which is equivalent to being physically present. Members of the Board who are unable to attend a meeting must notify the Board in writing of their intention to participate remotely or via Skype no later than 1 (one) day before the meeting.
10.7. Each member of the Board is entitled to one vote. The final decision is made on the basis of a majority vote.
10.8. Minutes are taken at meetings of the Board, indicating the time, place and number of participants, as well as the agenda and the decisions adopted. The minutes are signed by each member of the Board who is present at the meeting. The decisions of members who are unable to attend the meeting in person or who participated via Skype are recorded in detail in the minutes.
10.9. The members of the Board of Founding Members are:
Article 11. Competencies of the Board of Founding Members
11.1. The Board of Founding Members is authorized to:
11.1.1. ensure that the objectives set out in the Charter are implemented, and change the objectives of the Association;
11.1.2. accept and approve members of the Association;
11.1.3. make changes and additions to the Association’s Charter and approve new versions thereof;
11.1.4. call and organize general meetings;
11.1.5. set up businesses and affiliates of the Association or settle the matter of partial participation in other businesses; develop and approve a charter (law) of the main businesses and affiliates; appoint and remove managers of businesses and affiliates;
11.1.6. install or remove the chairperson of the Association;
11.1.7. determine the rights and responsibilities of the managers under the present Charter;
11.1.8. own and manage the Association’s assets;
11.1.9. approve the composition and salary schedule of the Association’s management and staff, within the Association’s budget;
11.1.10. manage the reorganization or liquidation of the Association in accordance with the established procedure;
11.1.11. determine the size of the annual membership fee;
11.1.12. approve the budget of the Association’s affiliates, if any;
11.1.13. approve the Association’s stamp and seal;
11.1.14. approve the Association’s symbols (logo, trademarks, etc.);
11.1.15. manage other affairs of the Association in accordance with the law and the present Charter.
11.2. The Board of Founding Members adopts decisions on the basis of majority votes among its members. The decision to introduce changes to the Charter, accept new or expel existing members of the Board or the Association, or change the objectives of the Association are made on the basis of a majority vote.
Article 12. Representation
12.1. The Chairperson of the Association exercises representative authority.
12.2. The Chairperson of the Association shall govern the Association in good faith. In the event that he/she fails to fulfil this obligation, he/she is responsible for any damage caused.
Article 13. The Chairperson of the Association
13.1. The Chairperson of the Association is the highest authority within the Association. The Chairperson of the Association acts on behalf of the Association and represents it before governmental and non-governmental organizations, as well as third parties. The Chairperson of the Association also signs all documents related to the Association.
13.2. The Chairperson of the Association is elected by the Board of Founding Members for a term of 3 (three) years). Only one member of the Board of Founding Members can put forward their candidacy for the position of Chairperson of the Association.
13.3. In the event that the Chairperson of the Association is unable to perform his/her duties, another member of the Board of Founding Members may execute the Chairperson’s powers on the basis of a letter signed by the Chairperson of the Association.
13.4. The incumbent Chairperson of the Association is:
Article 14. Assets of the Association
14.1. Financial resources of the Association:
14.1.1. membership fees;
14.1.2. donations from other companies, organizations and private individuals, as well as grants;
14.1.3. revenue from ancillary work;
14.1.4. other sources that are not prohibited by the existing legislation;
14.2. The Association’s assets are used exclusively for the established purposes;
14.3. Members of the Association do not receive a share in the Association’s assets. Income received is used exclusively to further the goals of the Association;
14.4. The Association’s revenues may be used to set up a reserve, charity or other fund.
Article 15. Duration
The Association has been set up for an unlimited period of time.
Article 16. Reorganization and Dissolution (Liquidation) of the Association
16.1. Reorganization of the Association (acquisition, breakup, divestment or transformation) is carried out in accordance with the established legislation.
16.2. The following constitute grounds for liquidating the Association:
16.2.1. if the Association’s registration is annulled;
16.2.2. by decision of the Board of Founding Members;
16.2.3. in other cases stipulated by law;
16.2.4. the departure of a member of the Association does not constitute grounds for liquidating the Association;
16.2.5. the Association can only be liquidated by the Board of Founding Members;
16.2.6. liquidation of the Association’s assets is carried out in accordance with the established legislation;
16.2.7. upon completion of the liquidation process, the remaining assets of the Association are transferred to an organization that carries out the same or similar activities.
Article 17. Final Provisions
17.1. Disputes between members of the Association, as well as between the Association and its members, shall be resolved on the basis of mutually accepted decisions. Disputes that cannot be resolved in the manner shall be taken to the Georgian court of general jurisdiction.
17.2. The removal of a single provision from the Charter does not constitute grounds for the extinguishment of the Charter in its entirety. The same is true of any faults discovered in the text of the Charter.
17.3. A provision (erroneous provision) that has been removed must be replaced with a provision that is close in meaning and purpose to the original and accepted by the members of the Association. It must also be in line with the essence and objectives of the Charter.
17.4. Changes to the present Charter may only be introduced by decision of the Board of Founding Members of the Association.
Founding Members of the Association:
Ketevan Beridze _____________________________________________________
Diana Nikolaishvili _____________________________________________________
Nino Verkhiashvili _____________________________________________________
Irina Solovyova _____________________________________________________
