|
Charter
|
|
|
|
RA NATIONAL ACADEMY OF SCIENCES
“SCIENCE DEVELOPMENT FOUNDATION”
non-commercial organization
YEREVAN 2007
I. General Provisions
1. The “Science Development Foundation” of RA National Academy of Sciences (hereinafter referred to as “the Foundation”) is a non-membership, non-governmental organization created on the basis of voluntary property contributions pursuing social, scientific, scientific-educational, scientific-technological, ecological and other goals for public benefit.
2. The Foundation is created in accordance with the requirements of the RA Civil Code and in its activities is guided by the Constitution of the Republic of Armenia, the RA laws and legal acts on foundations, international agreements signed by the Republic of Armenia and this Charter.
3. The founder of the Foundation is the National Academy of Sciences of the Republic of Armenia state non-governmental organization (hereinafter referred to as “the Founder”), registered with Arabkir Territorial Division of the State Register of RA Juridical Persons on 28.06.2002, Registration Number 264.210.05842, Certificate Number 03A 055313. The Foundation shall be housed and its legal address shall be: 0019, Yerevan, 24, Marshal Baghramyan Avenue.
4. The Foundation shall be considered as created from the time it is registered. The Foundation has been created for an unlimited period of time.
5. The Foundation is a juridical person and has property separated from that of the Founder which is inventoried in an independent balance.
6. The Foundation shall acquire and carry out property and personal non-property rights on its behalf, bear liabilities, act as plaintiff or respondent before the court.
7. The Foundation shall, in a procedure determined by the Law, open dollar and foreign currency bank accounts in the banks of the Republic of Armenia and foreign countries.
8. The factual beneficiaries of the Foundation shall be scientific organizations in the composition of the RA National Academy of Sciences. The possible beneficiaries of the Foundation shall be scientific workers of the scientific subdivision of the RA system of higher educational institutions, scientific organizations within the structure of other agencies of the Republic of Armenia and the scientists working there as well as the Founder, the members of the bodies of the Foundation and the staff of the Foundation. Some payments can be made to the mentioned physical and juridical persons, some services provided to them or some part of the assets of the Foundation may be transferred to them.
9. The name of the Foundation shall be:
In Armenian in full - ՀՀ ԳԱԱ «Գիտության զարգացման հիմնադրամ»:
In Armenian in brief - «ԳԶ հիմնադրամ»:
In Russian in full - "Фонд развития науки"
In Russian in brief -"Фонд РН".
In English in full- “Science Development Foundation” of NAS RA
In English in brief- “SD Foundation”.
10.The Foundation shall have a round seal with its name (in the Armenian, Russian and English languages), stamps and stationary bearing its name as well as other identification resources.
11.The Foundation shall be housed and its legal address shall be at: 0019, Yerevan, 24, Marshal Baghramyan Avenue.
II.The Scope and Objectives of the Foundation
The main objectives of the activities of the Foundation shall be to:
1.support the implementation of scientific research activities by funding important scientific and scientific-technological projects;
2.promote the implementation of investment in the area of education and the development of new policies;
3.carry out projects aimed at upgrading the infrastructure (modern scientific equipment) of scientific organizations;
4.promote training, re-training and re-qualification of scientific cadres;
5.promote projects ensuring the advancement of young scientists;
6.support the improvement of the social situation of scientists;
7.carry out independent expertise based on international standards of the evaluation of scientific projects and results;
8.promote activities ensuring the introduction of scientific products in the economy;
9.pay particular attention to important modern and prospective Armenological issues;
10.carry out publishing work;
11.carry out scientific conferences and seminars;
12.create different information databases;
13.carry out any other activity that is not prohibited by the Law.
III. Foundation Property Possession and Management Procedure
1.The Foundation shall own separate property and be held liable with that property.
2.The initial assets of the Foundation shall compose the material and financial resources transferred by the Founder at the time of its creation.
3.The property handed to the Foundation by the Founder is the property of the Foundation. The Foundation shall use it for purposes defined by this Charter.
4.The property of the Foundations shall be derived from the following sources:
4.1. Founder’s contributions;
4.2. Donations made by physical and juridical persons including by foreign citizens, juridical persons, and contributions by international organizations;
4.3. Monetary transfers from the state budget;
4.4. Grants;
4.5. Resources generated from entrepreneurial activities carried out by the Foundation and economic entities created or participated by the Foundation;
4.6. Resources generated by fundraising (through cultural, sports, entertainment and other events); and
4.7. Other ways not prohibited by the Law.
5. The Foundation property shall not be used to benefit the Founder, the members of the Foundation bodies or the staff of the Foundation, with the exception of expenses related to the payment of salaries to the staff and the members of the Foundation bodies for performing their responsibilities.
IV. The Rights of the Foundation
1. In accordance with this Charter, the Foundation shall have the right to:
1.1. disseminate without hindrance information about its activities;
1.2. establish press and media outlets
1.3. obtain information from government and local self-government bodies in accordance with a procedure established by the Law that are required to carry out activities related to the objectives stated in its Charter;
1.4. create separate divisions (chapters, representations) and agencies;
1.5. create economic entities or become member of economic entities;
1.6. become member of international and foreign non-governmental organizations; and
1.7. carry out any other activity non-prohibited by the Law.
2. The Foundation may engage in entrepreneurial activity only when it serves the implementation of activities in order to achieve the objectives set out in this Charter. The Foundation can implement such activities itself or create economic entities or become member of economic entities.
V. Obligations and Liabilities of the Foundation
1.The Foundation shall:
1.1. act in accordance with the Constitution of the Republic of Armenia, the Law “On Foundations” and other laws and legal acts of the Republic of Armenia as well as this Charter;
1.2. carry out operational management and accounting in a procedure established by the Law;
1.3. provide information and reports to government bodies in cases and in a procedure established by the Law; and
1.4. carry out other obligations determined by the Law.
2. At the request of the Founder, physical and juridical persons that have provided contributions to the Foundation as well as government bodies authorized by the Law, the Foundation shall within five days provide them with the opportunity to familiarize themselves with the Charter and its amendments. The Founder shall be obligated to provide them with a copy of the Charter.
VI. Bodies of the Foundation
The bodies of the Foundation shall be the Board of Trustees and the Chief Director.
VII. Board of Trustees of the Foundation
1.The highest management and supervisory body of the Foundation is the Board of Trustees of the Foundation.
2. Members of the Board of Trustees of the Foundation, the Founder included, must be legally competent physical persons aged 18. The Board of Trustees shall consist of 7 persons.
3. The composition of the Board of Trustees of the Foundation shall be established by the Founder.
4. The members of the Board of Trustees of the Foundation shall not be member of any other body of the Foundation.
5. The Chairman (Co-chairmen) of the Board of Trustees of the Foundation shall the first time be elected by the members of the Board of Trustees from the composition of the Board through a majority vote.
6. The members of the Board of Trustees of the Foundation shall perform their duties without payment, on a voluntary basis. The members of the Board of Trustees of the Foundation shall receive reimbursement for those expenses that are related to performing the duties of the members of the Board of Trustees. The reimbursement procedure shall be determined by the Board of Trustees.
7. The title of honorary member of the Board of Trustees shall be conferred by the Board of Trustees at the recommendation of the Founder, the members of the Board of Trustees or the Chief Director through a majority of votes.
The procedure for conferring the title of honorary member (or other type of honorary title) on persons providing large financial contributions to the Foundation or persons playing a significant role in organizing the activities of the Foundation shall be endorsed by the Board of Trustees. Honorary members of the Board of Trustees participating in the activities of the Board shall have a consultative vote.
8. If a member of the Board of Trustees is appointed ex-officio, the authority of that person shall be considered as terminated from the time the decision of the authorized body on appointing another person to his occupied post or eliminating his occupied post enters into force.
VIII. Rights and Obligations of the Members of the Board of Trustees
1.The members of the Board of Trustees shall have the right to:
1.1. present recommendations on the agenda of the sessions of the Board of Trustees and the discussed issues;
1.2. prepare and present issues, recommendations and draft solutions for discussion by the Board of Trustees;
1.3. receive information on any issue concerning the activities of the Foundation;
1.4. be reimbursed for expenses relating to the performance of their duties.
2. The members of the Board of Trustees shall be obligated to:
2.1. participate in the sessions of the Board of Trustees of the Foundation;
2.2. be guided by the interests of the Foundation in the performance of their duties.
IX. Term of Authority of the Members of the Board of Trustees, and their Election Procedure
1. The term of authority of the members of the Board of Trustees shall not be limited.
The authorities of the Board of Trustees of the first composition shall begin upon the Foundation’s registration with the relevant state authorities, on the following day of completion of the three-month period, and on the following day if all the members of the Board of Trustees are appointed.
2. The authority of a member of the Board of Trustees shall be terminated:
2.1. on the basis of a written request provided to the Chairman of the Board of Trustees;
2.2. in the event of failure to perform his duties in a proper manner, through a minimum of 3/4 votes of the rest of the members of the Board of Trustees;
2.3. when the authority of half or over half of the members of the Board of Trustees has terminated;
2.4. in the event of an effective court decision recognizing him as incapable;
2.5. by the decision of the person that had proposed the candidacy of that member if his candidacy was proposed by the Republic of Armenia or the community;
2.6. in the event of his death;
2.7. if he was appointed ex-officio when another person was appointed to his occupied post or his occupied post was eliminated.
3. In the event of termination of the authority of a member of the Board of Trustees a new member shall be appointed in accordance with a procedure of appointment that was applied with respect to the previous member, not later than within 30 days after receiving the Chief Director’s notification about the vacancy for the post of a member of the Board of Trustees.
The Chief Director shall inform the Founder, the persons or bodies appointed by the members of the Board of Trustees, and the bodies of the Foundation about the vacant post of a member of the Board of Trustees not later than within 10 days of being notified about the vacant post of a member of the Board of Trustees.
4. If within a period of two months following the termination of authority of all members of the Board of Trustees, half of the Board members will not be appointed, the Minister of Justice of the Republic of Armenia shall within two months appoint a Provisional Board of 3 members. The Provisional Board shall take measures to replenish the composition of the Board of Trustees in a manner established by the RA Law.
5.The Provisional Board shall have the right to:
5.1 carry out the authority of the Board of Trustees envisaged by this Charter aimed at continuing the activities of the Foundation; and
5.2 apply to court to dissolve the Foundation. If after six months following the appointment of the Provisional Board more than half of the members of the Board of Trustees are will not appointed, the Provisional Board shall apply to court to dissolve the Foundation.
X. Decisions of the Board of Trustees
1.The activities of the Board of Trustees shall be carried out through sessions. A session of the Board of Trustees shall be competent if it is participated by over half of the members of the Board of Trustees. The decisions of the Board of Trustees shall be made through a majority vote of its participating members with the exception of cases envisaged in this Charter. Each member of the Board shall have one vote.
2.Decisions on the election and dismissal of the Chairman (Co-chairmen) of the Board of Trustees, the Chief Director of the Foundation as well as on changing the name of the Foundation, its dissolution or endorsing changes to the Charter or its edited text shall be made through a 3/4 vote of the members of the Board of Trustees.
3.In the event of discussion by the session of the Board of Trustees on property or other issues of vested interest of a member of the Board of Trustees or a person related to the latter (parent, spouse, child, brother, sister, parent, brother or sister of the spouse), that member of the Board of Trustees shall not participate in the vote.
XI. Competencies of the Board of Trustees
1. The competencies of the Board of Trustees include:
1.1. endorsing of the Foundation’s strategic plans;
1.2. establishing the types of entrepreneurial activities carried out by the Foundation (including personally);
1.3. approving the Foundation budget and its changes, annual financial statements and annual reports on the activities of the Foundation;
1.4. approving the procedure for the possession of property;
1.5. making decisions on the reorganization of the Foundation;
1.6. making decisions on appealing to court to dissolve the Foundation;
1.7. appointing a dissolution commission, determining a dissolution procedure and schedule, endorsing the interim balance of dissolution, and the balance of dissolution;
1.8. making decisions on the early termination of the authorities of the members of the Board of Trustees of the Foundation;
1.9. making decisions on the election of the Chairman (Co-chairmen) and Chief Director of the Board of Trustees of the Foundation and early termination of their authorities;
1.10. creating other bodies of the Foundation;
1.11. making decisions on introducing changes and additions in the Charter of the Foundation, changes to the Charter and approving the Charter in a new edition;
1.12. making decisions on creating economic companies or participating in them as well as separate subdivisions and entities and approving their charters;
1.13. exercising control over the economic activities of the Foundation;
1.14. hearing in the first quarter of each year the previous year’s annual report presented by the Chief Director;
1.15. exercising control over the progress of implementation of decisions;
1.16. selecting the person auditing the Foundation;
1.17. endorsing the structure of the Foundation;
1.18. endorsing the staff list of the Foundation;
1.19. carrying out the implementation of other authorities envisaged by the Law as well as authorities not vested with other bodies of the Foundation.
2. Issues within the competence of the Board of Trustees shall not be transferred to another body.
3. The Board of Trustees shall have the right to familiarize itself with all the documents of the Foundation.
XII. Chairman of the Board of Trustees (Co-chairmen)
1. The Chairman (Co-chairmen) of the Board of Trustees shall be elected by the members of the Board of Trustees through a majority vote of the members of the Board of Trustees.
The Board of Trustees may at any time re-elect the Chairman (Co-chairmen) or elect a new Chairman (Co-chairmen) through 3/4 of the votes of its members.
2. The Chairman (Co-chairmen) of the Board shall:
2.1. organize the activities of the Board of Trustees, establish ad hoc committees of the Board of Trustees in order to present conclusions (statements) on the financial-economic activities of the Foundation to the Board of Trustees, as required;
2.2. convene sessions of the Board of Trustees and chair them;
2.3. arrange for preparing notes for the record of sessions;
2.4. present for discussion by the Board of Trustees draft decisions on the termination of the authorities of the members of the Board of Trustees.
3. In the absence of the Chairman (Co-chairmen) of the Board, his (their) duties shall be performed by one of the Board members as decided by the Board.
4. Sessions of the Board of Trustees shall be convened not less than once a year by the Chairman of the Board of Trustees. Sessions of the Board of Trustees may be convened by the Chairman the Board of Trustees at the request of 1/3 of the members of the Board of Trustees within 30 days after the request was made. If during the mentioned period the Chairman of the Board of Trustees does not convene a session, a session can be convened by persons that have requested a session.
5. Sessions of the Board of Trustees may be convened through electronic mail and other resources as well as through polling.
XIII. Chief Director of the Foundation
1. Ongoing activities of the Foundation shall be led by the Chief Director.
2. The Chief Director shall be responsible for the management of all the
aspects of the management of ongoing activities. The Chief Director shall organize the implementation of the decisions of the Board of Trustees. The Chief Director shall be elected and dismissed by the Board of Trustees. The first Chief Director shall be appointed by the Founder. The rights and responsibilities of the Chief Director shall be determined by the Law, this Charter and the contract signed with him. The contract shall be signed on behalf of the Foundation by the Chairman (Co-chairman) or any other person authorized by the Board of Trustees.
3. The Chief Director shall:
3.1. possess the Foundation property including its financial resources and make transactions on behalf of the Foundation;
3.2. represent the Foundation in the Republic of Armenia and foreign countries;
3.3. act without an authorization in writing;
3.4. issue authorizations;
3.5. enter into contracts including employment contracts;
3.6. open in banks the Foundation’s current and other accounts.
3.7. present for approval by the Board of Trustees the internal Rules and Regulations of the Foundation’s work, the charters of separate divisions and agencies and the charters of economic companies created by the Foundation, the administrative organizational chart of the Foundation and its staff list;
3.8. within his competence, give orders and assignments and obligatory
instructions for guidance, and control adherence to them;
3.9. recruit and dismiss the staff of the Foundation including the heads of the Foundation’s separate divisions and agencies;
3.10. apply measures of encouragement and disciplining with respect to the staff;
3.11. carry out authorities envisaged by the Law as well as not prescribed to the other bodies.
4.The Chief Director shall occupy paid positions in other organizations only through the consent of the Board of Trustees.
5.The Board of Trustees shall at any time dissolve the contract signed with the Chief Director in accordance with a procedure established by the Law, the Charter of the Foundation and his employment contract.
XIX. Accounts, reports, reorganization and termination of the Foundation shall be maintained in the procedure established by the laws of the Republic of Armenia.
|
|
|
