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                                                                                          Charter-Founders’ / Members’ Agreement

                                                                        (For the Non-entrepreneurial (Non-commercial) Legal Entity) 

Article 1

General Provisions

1.1. The non-entrepreneurial (non-commercial) legal entity “Teachers International Association Georgia-TIA Georgia” represents a membership based non-entrepreneurial (non-commercial) legal entity established according to the Civil Code of Georgia.

1.2. The legal entity shall be deemed founded upon registration in the Register of Entrepreneurs and Non-entrepreneur (Non-commercial) Legal Entities.

1.3. The name of the organization: “Teachers International Association Georgia-TIA Georgia”

1.4. Legal form: Non-entrepreneur (non-commercial) legal entity.

1.5. Legal address: Georgia, Kutaisi, Lado Asatiani st.N119/4.

1.6. Legal entity’s email: Tiageorgia2020@gmail.com

1.7. The Entity is independent of the status of its member(s), management and authorized representatives. The responsibility of the Coalition is confined to its property. A member(s) of the Association, management and an authorized representative(s) of the non-entrepreneurial (non-commercial) legal entity shall not be held responsible for the liabilities of the Entity. On the other hand, the non-entrepreneurial (non-commercial) legal entity shall not be responsible for the liabilities of its own members, management and an authorized representative(s).

1.8. Goals of the Associations  are to:

  1. a) unite teachers working beyond Georgia, from all over the world; to study the needs of emigrant teachers; to support their professional and pedagogical activities in all possible ways, for this purpose to provide training methods and resources focused on the introducing innovative approaches;  to organize international trainings, conferences, gatherings and meetings with education experts.
  2. b) arrange discussions on current topics in education psychology (in digital regime);
  3. c) create an online platform for immigrant teachers’ collaboration and experience sharing;
  4. d) develop a national curriculum;
  5. e) create the bank of educational resources in order to improve and promote Georgian language teaching;
  6. f) establish relationships and collaboration with existing Sunday schools around the world;
  7. g) create website;
  8. h) create the seal, herald, title, flag and anthem of the Entity;
  9. i) carry out various competitions, Olympiads and projects in order increase students’ motivation;
  10. j) promote exchange programs for Georgian youth living abroad;
  11. k) collaborate with various public entities and NGOs to gain resources and implement projects;
  12. l) issue membership certificates;
  13. m) promote the awareness of Georgian language and traditions across the world;
  14. n) study of the merits of female teachers on the basis of gender worldwide;
  15. o) promote inclusive education.

1.9. A non-entrepreneurial (non-commercial) legal entity is authorized to engage in ancillary entrepreneurial activities, the profits of which must be used to achieve the goals of the legal entity. Profit distribution as a result of such activities is not allowed among the founders, members, donors of the legal entity, as well as persons with the authority of management and representation.

Article 2

Founders of the “Teachers International Association- TIA Georgia”

2.1. The founders of the Association are:

  1. Irine Jgerenaia-  The Association President;
  2. Nino Janelidze- Founder
  3. Tamar Sanaia- Founder
  4. Giorgi Sakandelidze- Founder
  5. Iza Kobuladze- Founder

Article 3

“Teachers International Association- TIA Georgia” Management

3.1. The top governing body of the Association is the General Meeting of the Association members, which is held at least once in six months, convened by the Board. The meeting is presided over by the Association President. The latter is chosen by the election of General Meeting for 5 years. The President of the General Meeting maintains the register of members of the Association in accordance with the prescribed rules.

 3.2. The General Meeting is authorized to decide all the issues that are beyond the competence of the Board of the Association according to Charter and legislation.

3.3. The General Meeting is authorized if more than half of its members are present.

3.4. The General Meeting shall be held in accordance with the Rules of Procedures approved by the General Meeting before its commencement.

3.5. The minutes of the sitting are signed by the President. He/she is responsible for the accuracy and veracity of the minutes of the Meeting.

3.6. The General Meeting is registered in the electronic and material journal of the Association.

  • In journal must be indicated the following requisites:
  1. The serial number of the sitting;
  2. Date and place of the sitting;
  3. Identity and signature of the person makes the recording;
  4. The sitting will mainly be held remotely.

Article 4

Management and Representation  of “Teachers International Association- TIA Georgia”

4.1. The Association is governed and represented by the President Irine Jgerenaia , elected by the Board.

4.2. The President is elected by the Board for 5 years.

The Board consists of  5 founders:

  1. Irine Jgerenaia –  The Association President;
  2. Nino Janelidze-Founder
  3. Tamar Sanaia- Founder
  4. Giorgi Sakandelidze- Founder
  5. Iza Kobuladze- Founder

4.3. The members of the Board can be increased up to 12 members, as needed. Among them 5 members are permanent members of the Board.

4.4. Sittings of the Board are held by the initiative of the Association President and/or at the request of any member due to the needs of the Association.

4.5. In case of resignation or otherwise termination of the authority of a board member (dismissal, illness which makes it impossible for the board member to perform his / her duties), the board shall immediately convene an extraordinary sitting and elect a new member.

4.6. Only the General Meeting is authorized to dismissal a member of the Board for abuse of power, non-fulfillment of authority or conduct contrary to the goals of this Charter.

4.7. The Board is authorized if more than half of the members are present. The decision is made by a majority of those present. Board members are notified of the date and agenda of the sitting at least 7 days in advance, and in case of an extraordinary sitting- immediately.

4.8. Function and Duties of the Board:

The Board elects the President from among its members.

  1. convenes and holds the General Meeting of the Association; informs the members of the Association about the date and agenda of the sitting at least two weeks in advance;
  2. notifies the members of the draft amendments and additions to the Charter of the Association for submission to the General Meeting one week in advance;
  3. approves the appointment of Branch, Audit and Advisory Board managers and participants;
  4. decides the issues of admission of a member of the Association, as well as an honorary member by secret ballot;
  5. addresses a letter of recommendation to a member of the Association whose activities are contrary to the goals of the Association or who grossly violate the duties imposed on him / her by this Charter;
  6. decides the rules of relations with the applicants and members;
  7. develops and submits to the General Meeting for approval the strategic directions of the Association’s activities;
  8. approves the activities and financial report of the Association for submission to the General Meeting;
  9. The budget of the Association is managed by the Board according to the principles of publicity and transparency. It is obliged of its proactive publication;
  10. establishes the salary scheme of the employees of the Association;
  11. approves the organizational structure of the Association upon the recommendation of the President;
  12. resolves other issues that do not fall within the competence of the General Meeting;
  13. prepares the main directions, plans and target programs of the Association;
  14. hears the report of the persons appointed by the Board.

4.9. The sitting of the Board is convened by the President. The sitting is held according to the Rules of Procedure approved by the Board. The minutes of the sitting are signed by the President and the Board members. The minutes of the meeting shall be numbered and dated in accordance with the journal of the sittings of the Board of the Association.

4.10. The Association President while performing his/her representation duties:

  1. a) manages the activities of the Association to achieve the goals of this Charter;
  2. b) manages the Association and represents it in relations with third parties in all legal relations both within the country and abroad;
  3. c) supervises the preparation of projects of the Association and the process of their implementation;
  4. d) supervises the management of the financial resources and other material property of the Association;
  5. e) ensures accounting and other activities in accordance with the prescribed rules;
  6. f) supervises the work with the members of the Association and applicants in accordance with the rules established by the Board;
  7. g) signs official documents, including financial ones, of the Association;
  8. h) submits the structure of the organization of the Association to the Board for approval;
  9. i) composes and presides over the labor apparatus of the Association;
  10. j) performs other functions assigned to it by this charter in the interests of the Association;

4.11. The Association President has no right to right to engage in other activities that hampers exercise of his/her powers due to workload or conflict of interest.

Article 5

Founders’/Members’ Rights and Duties

5.1. Association members can become:

  1. a) citizen of Georgia as well as a citizen of a foreign country, apatride physical entity who shares the goals of the Association;
  2. b) Resident or non-resident legal entity of Georgia. The legal entity is represented by the authorized representative appointed by the member legal entity;

5.2. Admission and withdrawal from membership of the Association is based on a written statement and voluntary membership fee on the bank account of the Association (the amount of membership is determined by the General Meeting). For membership a written recommendation from at least two members is required. The membership decision is taken by the Board within 1 month from the submission of the statement.

5.3. A person who supports the activities of the Association may be accepted as an honorary member of the Association by the decision of the Association. The honorary member is not subject to the rights and responsibilities established by this Charter for the members of the Association;

5.4. The founders of the Association and later joined members enjoy equal status;

5.5. The authority of the member of the association is terminated:

  1. a) on the basis of his own statement;
  2. b) on the basis of gross violation of the activities provided by this Charter and activities against the Association;
  3. c) in case of his/her death.

5.6. Association member has right to:

  1. a) participate in the discussion of issues related to the activities of the Association; In the development and implementation of association programs, projects and other activities;
  2. b) elect or be elected to the governing and controlling bodies of the Association(if exists any);
  3. c) name the candidates to be elected;
  4. d) receive any information from the governing bodies and individuals of the Association about the activities of the Association;
  5. e) use the information and material-technical means owned by the Association in accordance with the goals of the Association;

5.7. Association member is obliged to:

  1. a) follow the Charter of the Association;
  2. b) follow the decisions by the governing bodies of the Association;
  3. c) propagate the goals of the Association;
  4. e) keep confidential information related to the activities of the Association;
  5. f) pay membership fee, if it is prescribed by the General Meeting.

Article 6                     Liquidation/Reorganization of the Association

6.1. Liquidation and reorganization of the non-entrepreneurial (non-commercial) legal entity has to be conducted accordance with the Georgian legislation.

6.2. The decision on liquidation and reorganization of the non-entrepreneurial (non-commercial) legal entity is taken by the General Meeting.

6.3. During liquidation current cases have come to an end.

6.4. The decision on liquidation and reorganization of the non-entrepreneurial (non-commercial) legal entity must register in the Register of Entrepreneurs and Non-entrepreneur (Non-commercial) Legal Entities.  Liquidation process starts from the moment of registration.

6.5. Liquidation is carried out by a person (persons) under management or a liquidator appointed in accordance with the rules established by law.

Article 7

Final Provisions

7.1. The Charter comes into force after the signature of all founders/members of the Association;

7.2. If any clause of this Charter is annulled, it does not affect the rest part of the Charter.

7.3. In case of conflict between of this Charter and the Georgian legislation, the latter prevails.