“State Registered” by
Ministry of Justice of the Republic of
Registration № 1114-Q51-3311
''26'' December 2014
Head of the Registration and Notary Department Ilgar Kamil oglu
Resolution of the Constituent Assembly
dated 12 May 2014
• State Oil Company of the Azerbaijan Republic
• Azerenergy OJSC
• Azerbaijan Investment Company OJSC
• Azerbaijan Export and Investment Promotion Foundation (AZPROMO)
• Total E&P Azerbaijan B.V.
• Societe Generale
• GDF Suez E&P Absheron B.V.
• CNIM Azerbaijan Ltd.
“THE AZERBAIJAN-FRANCE CHAMBER OF COMMERCE AND INDUSTRY” PUBLIC UNION
1.1 “Azerbaijan-France Chamber of Commerce and Industry” Public Union (hereinafter the “Union”) is a non-governmental, non-profit organization united on the basis of common interests, established on a permanent basis in accordance with the principles of volunteering and equality among its members, and operating throughout the territory of the Republic of Azerbaijan.
1.2 The Union’s activities will be consistent with the basis of the Constitution of the Republic of Azerbaijan, Civil Code of the Republic of Azerbaijan and the Law of the Republic of Azerbaijan on “non-governmental organizations (public unions and funds)”, as well as this Charter.
1.3 The Union gains the status of a legal entity upon registration at the Ministry of Justice of the Republic of Azerbaijan. The Union has an independent account balance, stamp with its name, and current account with the banks of the Republic of Azerbaijan and other requisites.
1.4 The Union may conclude contracts, obtain property rights and non-proprietary private rights, bear obligations, can act as plaintiff or as defendant in court.
1.5 Legal address of the Union: 90A Nizami street, AZ1010, Baku.
II. PURPOSES AND DUTIES OF THE UNION
2.1 The main purpose of the Union is to promote mutual economic and friendship relations between the Republic of Azerbaijan and the Republic of France.
2.2 Duties of the Union in order to achieve its purpose:
2.2.1 to investigate and analyze the existing business environments in the Republic of Azerbaijan and the Republic of France;
2.2.2 to educate businessmen (entrepreneurs) of the Republic of Azerbaijan and the Republic of France;
2.2.3 to assist to the businessmen (entrepreneurs) of the Republic of Azerbaijan and the Republic of France to protect their rights;
2.2.4 to promote and support communication, cooperation and continuous social dialogue at national and international level between the authorities, legal and natural persons of the Republic of Azerbaijan and French Republic;
2.2.5 to support and promote a systematic and prolonged expansion of economic relations and investments between the Republic of Azerbaijan and French Republic on the basis of equality partnership and mutual respect;
2.2.6 to support and promote independent cooperation in economic spheres between the
Republic of Azerbaijan and the Republic of France;
2.2.7 to encourage collaboration of young people in discussion of existing problems in business environments in the Republic of Azerbaijan and the Republic of France and in further improvement of the cooperation between two countries;
2.2.8 to assist with the identification, further education and intellectual development of young talent that may contribute to the development of business relations between the Republic of Azerbaijan and the Republic of France;
2.2.9 to participate proactively in the improvement and dynamic development of national legislation, including customs and tax laws, as well as in the preparation of regulations in accordance with the general principles of international law and national legislation;
2.2.10 the Union may undertake other activities not prohibited by applicable legislation to achieve its goals and fulfill its obligations.
2.3 To perform the duties envisaged in this Charter the Union:
2.3.1 organizes training, workshops, meetings, symposia, conferences, forums, roundtables and contests, holds charity and other mass cultural events;
2.3.2 organizes special exhibitions, as well as commercial and promotional presentations;
2.3.3 spreads information on its objectives and activities, makes publications, magazines, newsletters, brochures, prospectuses and prepares advertising leaflets as prescribed by legislation;
2.3.4 cooperates with state and municipal agencies, non-governmental organizations and international organizations;
2.4 The Union shall maintain a register of its members within thirty (30) days from the date of state registration.
2.5 The Union may not participate in elections of the President of the Republic of Azerbaijan, nor of the National Assembly of the Republic of Azerbaijan or municipal elections as well as may not conduct the religious agitation and political activities.
2.6 The Union may become engaged in other activities in accordance with the objectives of the Charter to fulfill the obligations arising from this Charter.
III. PROPERTY AND FINANCIAL ACTIVITY OF THE UNION
3.1 The Union may have ownership of buildings. Facilities, apartments, equipment, inventory, cash, shares, other securities and other property for material support of the activity indicated in this Charter and not prohibited by legislation.
3.2 The Union may not purchase nor lease the items that were listed in Article 3.1 of this
Charter from any of the founders or members of the Management Board or their immediate families; neither sell or lease mentioned property to them. For the purposes of the Charter, immediate families shall include spouses, children, parents, grandparents and cousins.
3.3 All members of the Union shall declare an interest in any transaction involving the Union.
3.4 The Union is liable for its obligations to the extent of its property. This property may be alienated only in accordance with the legislation of the Republic of Azerbaijan.
3.5 Below enlisted are the sources of monetary and other property of the Union:
3.5.1 regular or single membership fees of founders or members of the Union;
3.5.2 income gained from its own property or its sale;
3.5.3 grants and donations;
3.5.4 other proceedings not prohibited by law.
3.6 Members of the Union are not granted with special rights on individual objects owned by the Union.
3.7 Any person making a donation to the Union cannot solicit or accept any financial or other valuables, any discount or privilege, both directly and indirectly, for their own benefit or for the benefit of third parties against the donation provided or to be provided, as well as to accept such an offer or promise.
3.8 The Union shall have the right of possession, use and disposal of its property in accordance with the objectives of its activities and purpose of the property as prescribed by legislation of the Republic of Azerbaijan.
3.9 Any allocations received to the Union’s account, may not be used for the purposes other than the main purpose of the Union.
3.10 The first financial year of the Union starts on the dates of registration and ends on 31st of December of the same calendar year. Thereafter the financial year starts on the 1st of January and covers the period to the 31st of December of the same calendar year.
IV. FOUNDERS AND MEMBERS OF THE UNION, THEIR RIGHTS AND OBLIGATIONS
4.1 Any legal entity (except for government authorities and municipalities) or individual over 18 years of age may be a founder of the Union.
4.2 Founders have equal rights. Mutual relations, rights and obligations of members are regulated by legislation or the contract signed between them or by this Charter.
4.3 Any individual and legal entity in the Republic of Azerbaijan (except for government authorities and municipalities) may be a member of the Union. Founders of the Union considered members of the Union.
4.4 Admission to the Union is effected by the Management Board of the Union.
4.5 Any person willing to join the Union must submit a written application to the Board of the Union. The application shall be considered within one month. If, during a voting, more than a half of the members of the Management Board of the Union vote in favor of the applicant, the latter is considered to be elected as a member of the Union.
4.6 Members of the Union shall have equal rights which are as follows:
4.6.1 to participate in the management of the Union as prescribed by this Charter and other documents;
4.6.2 to elect or be elected in all elected bodies including the governing body of the Union;
4.6.3 to participate in the activities of the Union or any event organized by the Union;
4.6.4 to receive information about the Union’s governing bodies activities, to monitor their activities;
4.6.5 to address for the Union for assistance in protection of their rights;
4.6.6 to participate personally in discussion of any issue related to their rights and obligations, protest or complain to the relevant body of the Union;
4.6.7 other rights indicated in applicable legislation and this Charter.
4.7 A member of the Union may represent a respective body of the Union or make statements on the latter’s behalf only if accorded authorization from the authorized persons of that body.
4.8 Members of the Union shall have the following obligations:
4.8.1 to comply with the Charter, moral and ethical norms of the Union;
4.8.2 to adhere to decisions of the elected bodies of the Union;
4.8.3 to pay membership fee in a timely manner;
4.8.4 other obligations provided by applicable legislation and this Charter.
4.9 The amount of the membership fee shall be determined by the Management Board of the Union.
4.10 Membership in the Union shall be cancelled in the cases mentioned below:
4.10.1 voluntary withdrawal from the membership of the Union;
4.10.2 exclusion from membership of the Union.
4.11 A member of the Union shall be excluded from the Union when:
4.11.1 commits acts on his/her behalf which are not compatible with the aims, mission, Charter, etc., of the Union;
4.11.2 fails to comply with the requirements of the Union’s Charter.
4.12 Withdrawal and exclusion from the membership shall be executed be decision of the Management Board of the Union.
4.13 A member of the Union who is dissatisfied with the above decision is entitled to appeal the supreme body of the Union and to the courts.
V. ORGANIZATIONAL STRUCTURE AND GOVERNING BODIES OF THE UNION
5.1 The Governing Bodies of the Union shall be:
5.1.1 General Meeting of the Union-a supreme governing body; 5.1.2 Management Board of the Union;
5.1.3 Managing Director of the Union.
VI. GENERAL MEETING OF THE UNION
6.1 The supreme governing body of the Union shall be the General Meeting of the Union to be convened not less than once in a year.
6.2 The General Meeting of the Union shall be called upon the initiative of the executive body of the Union, the founders or the 2/3 of the members.
6.3 The founders and members of the Union shall be informed of the time and place of the General Meeting of the Union at least 2 (two) weeks in advance.
6.4 The following powers rest with the General Meeting of the Union:
6.4.1 adoption of the Charter and amendments thereto;
6.4.2 defining the principles for the formation and use of the property of the Union;
6.4.3 establishment of executive bodies of the Union and early termination of their authorities;
6.4.4 approval of the annual report;
6.4.5 approval of the annual cost estimate plan;
6.4.6 participation in other organizations;
6.4.7 reorganization and liquidation of the Union;
6.4.8 hearing the reports of the executive bodies of the Union.
6.5 The General Meeting of the Union shall be considered competent (to have a quorum) if more than half of the Union members participate (physically or via representatives acting on the basis of powers of attorney indicated under Clause 6.7 of this Charter).
6.6 Resolutions on the matters discussed by the General Meeting of the Union shall be adopted by simple majority of votes. Resolution on amendments to the Charter, as well as on liquidation of the Union shall be adopted by a two third (2/3) majority of votes.
6.7 Each member is entitled to one vote and may transfer such right to vote to his/her authorized representative by granting the respective power of attorney.
6.8 Minutes of the General Meeting of the Union shall be recorded in writing. Minutes of the meeting shall be signed by the Chair and the secretary of the General Meeting of the Union, and shall be distributed or to all members.
VII. MANAGEMENT BOARD OF THE UNION
7.1 The Management Board of the Union is a collective executive body which executes the ongoing management of the Union’s activities between the General Meetings. The Management Board of the Union consisting of at least 5 individuals. The Chair and other members of the Management Board are elected by the General Meeting of the Union for the period of two years.
7.2 The Management Board of the Union shall have the following powers:
7.2.1 admission to membership and termination of membership of the Union;
7.2.2 determining the amount of membership fee and payment rules;
7.2.3 making proposals and implementing projects;
7.2.4 establishing the Branch and Representative Offices of the Union;
7.2.5 supervision over activity of the Managing Director of the Union;
7.2.6 nomination of a candidate for the position of the Managing Director of the Union for the further approval of the General Meeting of the Union;
7.2.7 all the remaining matters which are not under the authority of other governing bodies of the Union.
7.3 The Chair of the Management Board executes the following:
7.3.1 presides over the meetings of the Management Board. In the absence of the Chair of the Management Board, he/she may assign his/her rights and duties, in whole or in part, to any other member of the Management Board temporarily;
7.3.2 proposes the agenda of the meetings of the Management Board;
7.3.3 represents the Union;
7.3.4 carries out other functions imposed on him/her by the General Meeting of the Union.
7.4 The meetings of the Management Board of the Union shall be valid (have a quorum) if more than half of the members participate (physically, via conference calls) and the resolutions shall be adopted by simple majority of votes.
7.5 The Chair of the Management Board and the members of the Management Board of the Union shall be elected simultaneously by the General Meeting of the Union.
7.6 Rules on the election of the members of the Management Board of the Union and rules on the execution of the activity of the Management Board of the Union shall be determined based on the rules by the General Meeting of the Union.
VIII. MANAGING DIRECTOR OF THE UNION
8.1 The Managing Director of the Union is elected for a period of two years by the General Meeting of the Union and shall act on the basis of a power of attorney issued by the Chair of the Management Board. The list of powers that should be granted to the Managing Director by means of the power of attorney is determined by the Managing Director of the Union is accountable to the General Meeting and to the Management Board of the Union.
8.2 The Managing Director of the Union executes the following:
8.2.1 organizes implementation of the decision of the General Meeting and Management Board of the Union;
8.2.2 signs the contracts and executes other duties on the basis of the power or attorney granted by the Chair of the Management Board;
8.2.3 carries out other functions imposed on him/her by the General Meeting of the Union or Management Board of the Union or this Charter.
8.3 The Managing Director of the Union shall operate in accordance with the itemized annual cost estimate plan approved by the General Meeting of the Union. Any additional expenses shall be confirmed by the Management Board.
IX. HONORARY PRESIDENT OF THE UNION
9.1 The Union may elect a natural person as an Honorary President for an indefinite period for his/her valuable contribution to the aims of the Union.
9.2 The Honorary President of the Union shall be proposed by the Management Board of the Union and shall be elected by the General Meeting of the Union
9.3 The Honorary President shall be informed of all meetings and events of the Union and shall have a right to participate in all meetings and events of the Union in an advisory capacity.
9.4 The Honorary President shall not have a voting right.
9.5 The Honorary President shall not bear any obligation towards the Union.
X. SUPERVISORY COMMISSION OF THE UNION
10.1 The supervisory commission of the Union (hereinafter, the “SC”) shall be established by the General Meeting of the Union to execute control over the activity of the Governing Bodies and the officials of the Union to ensure it is in line with the Charter, including control over the financial activity of the Union. Term of office of the SC is two years.
10.2 The number and composition of the SC, as well as rules on election of the members of the SC and on the execution of the activity of the SC shall be determined based on the regulations adopted by the General Meeting of the Union.
10.3 The SC shall act upon application received from the governing bodies, committees ad members of the Union.
10.4 The SC shall process applications received from the governing bodies, committees and members of the Union within 1 (one) month.
10.5 A Member of the Union may not be simultaneously a member of two elected bodies of the Union.
XI. COMMITTEES TO BE ESTABLISHED BY THE UNION
11.1 The internal committees of the Union may be established in accordance with the various activities of the Union.
11.2 Rules on the establishment of the Committees and on control of their activity shall be determined by the regulations adopted by the General Meeting of the Public Union.
XII. TERMINATION OF THE UNION
12.1 Activities of the Union are terminated through reorganization (merger, joining, separation, transformation) or liquidation. Activities of the Union are terminated in accordance with the procedure established by law.
12.2 Decision to terminate the activities of the Union is adopted by the General Meeting (by 2/3 majority of votes). Based on this decision, a Liquidation Committee is established and thereafter the Liquidation Committee assumes all powers to manage the Union. The Liquidation Committee develops a liquidation balance sheet. Upon the liquidation, all the assets remaining after payments to the budget and settlement of creditor claims should be used for the purposes stated in the Charter of the Union in accordance with applicable law. Otherwise, the assets should be transferred to the state budget. The Union is liquidated on the basis of the Civil Code of the Republic of Azerbaijan and other legislative acts.
XIII. OTHER PROVISIONS
13.1 All matters not covered by this Charter shall be governed by applicable law.
13.2 In the event of any discrepancy between this Charter and applicable law, provisions of applicable law shall prevail.
*Note: Please note that this is an unofficial translation of the charter of CCIAF. This document is for information purpose only.