Article 1
General Provisions
1.1. “Prevention for Progress” is a membership-based, non-entrepreneurial (non-commercial) legal
entity established in accordance with the Civil Code of Georgia.
1.2. The Organization is legally established immediately after the registration in the Registry of
entrepreneurial and non-entrepreneurial (non-commercial) entities.
1.3. The name of the organization is “Prevention for Progress” (PFP).
1.4. Legal status of the organization is non-entrepreneurial (non-commercial) legal entity.
1.5. Legal address of the organization is 12, Zaal Kikodze Street, Tbilisi, Georgia, and email
address is: [email protected].
1.6. Non-entrepreneurial (non-commercial) legal entity is independent from the situation of its
member(s), as well as management and authorized representatives. Responsibility of the non-
entrepreneurial (non-commercial) legal entity is limited to its property. Members, management and
authorized representatives are not responsible for the liabilities of the non-entrepreneurial (non-
commercial) legal entity. The non-entrepreneurial (non-commercial) legal entity is also not
responsible for the liabilities of its members, management and authorized representatives.
Article 2
Objectives of the Organization
2.1 The main goals of the organization are:
a) Advocating vulnerable groups, supporting their rehabilitation and integration into society;
b) Protection of human rights and their representation in all administrative body, in relations with
physical entities and the organizations, as well as in national and international courts;
c) Developing civil activism;
d) Supporting protection of youth rights and freedoms, development of their talents and skills and
their involvement in the society;
e) Increasing youth’s involvement in the decision making process;
f) Developing informal education, vocational courses, healthy lifestyle within youth;
g) Promoting development of a child welfare and juvenile justice system;
h) Defend the rights of persons in conflict with law, organize educational-rehabilitation activities in
order to re- socialize them;
i) Organize educational, rehabilitation and sports activities in order to prevent the crime;
j) Analyze current legislation related to human rights and propose the relevant legal amendments;
Participate in thematic working group meetings;
k) Provide Management related consultations to the administrative authorities;
l) Cooperate with the international organizations, participate in international seminars, conferences
and symposiums;
m) Organize researches, seminars and trainings, carry out scientific, educational and informative
activities;
n) Issue grants for implementation of activities in compliance with goals reflected in present statute;
o) Carry out other rights allowed by law.
2.2. non-entrepreneurial (non-commercial) legal entity is entitled to carry out supportive business
activities, benefits received from such activities should be used for purposes and goals of the non-
entrepreneurial (non-commercial) legal entity. It is forbidden to divide such profit among the
founders, members, management of the non-entrepreneurial (non-commercial) and persons
entitled to represent the organization.
2.3 It is possible to sell/rent the property of non-entrepreneurial (non-commercial) legal entity only
by decision of the board, if it serves to the activities and goals of the non-entrepreneurial (non-
commercial) legal entity, supports its development, contributes to organization goals or serves the
reasons of charity.
Article 3. Organization members
3.1 Organization member can be the citizen of Georgia or some other state, who reached the full
age, as well as legal entity, registered in accordance with Georgian legislation, that recognizes
organization statutes and expresses its willingness to contribute to achieving the goals and
purposes of the organization. motivated to become members of the Organization should address
board of the organization with written application. The issue will be discussed by board members.
3.2 Organization board is entitled to decide about accepting the new members in the organization.
3.3 Membership of the organization will be terminated in following cases:
a) based on personal application;
b) Upon the decision of board members, in case their activities are incompatible with organization
goals or they (organization member) culpably refuse to fulfill their duties and obligations;
c) They are recognized as a support recipient and placed in the appropriate inpatient facility;
d) Death.
Article 4. Rights and obligations of organization members
4.1 organization member is capable:
a) to participate in activities of General Meeting;
b) Use active and passive electoral rights to elect or be elected for managerial body of the
organization;
c) Participate in Organization programs relevant to their qualifications and capabilities;
d) Get all information about the organization activities from managerial bodies and managers
personally;
e) Use information and technical-material resources of the organization in accordance with
organization goals;
f) Wear organization emblem/logo.
4.2 Organization member has obligation to:
a) Defend organization statutes and management decisions;
b) Defend organization dignity, authority and property;
c) Participate in organization activities relevant to their interests and capabilities;
d) Follow organization goals and professional ethical norms while fulfilling its activities;
e) Defend their rights and interests in relationship with the government, using organization
resources;
f) Introduce projects and proposals to organization bodies on various topics, participate in
discussion and implementation processes;
g) Implement decisions taken by managerial bodies of the organization, that are in line with the
organization statutes and are not against their rights;
h) Establish partnership relationship with other organizations and unions within the scope of the
organization.
Article 5. General Meeting
5.1 Supreme body of the organization is General Meeting of the organization members (hereinafter
- General Meeting).
5.2 Each member of the organization is entitled to take part in a working process of General
Meeting. A legal entity member of the organization must be represented at the general meeting by
an authorized person.
5.3 Upcoming General Meeting is held once a year, in November-December of the calendar year,
but no later than one year since last General Meeting. The Meeting is called by convened by the
Chairman of the Board.
5.4 Ad hoc meeting is called upon by the board with:
a) The decision of majority of board members;
b) The director’s request;
c) The request of the majority of organization founders;
d) The request of the majority of organization members.
5.5 Chairman of the Board shall notify the date and agenda of an upcoming and ad hoc General
Meeting to the organization members at least 7 calendar days prior to the date.
5.6 The General meeting is capable if more than half of its members are attending. If the General
meeting is not capable, repeated General Meeting will be convened within one month. In case the
General meeting is convened repeatedly due to lack of quorum, the General meeting is capable if
attended by more than 1/3 of total number of organization members.
5.7 Decisions during the General meeting are made through public voting process, with the majority
of attendees, unless this statute determines otherwise.
5.8 Each member has one vote. Transfer of a vote to another person is not allowed.
5.9 Voting is public on General Meeting, except for the elections of board members.
5.10 General Meeting is entitled to:
a) Approve the statute or make amendments and changes to it with 2/3 of attendees. After this,
registration authority shall be notified, and the Meeting shall identify authorized person for the
registration.
b) Elect board members and approve board composition with secret voting;
c) Examine the use of cash and material resources and establish revision committee with this
purpose, or decide to conduct financial audit;
d) Make decision on reorganization with 2/3 of the members, and on liquidation – with ¾ of the
members;
e) Make a decision on the establishment of a branch or regional representation on the basis of the
submission by the board;
f) Approve liquidation balance.
5.11 General Meeting is headed by a person elected as the chairman of the board by the decision
of the majority of the attendees.
5.12 General Meeting formulates its decisions as resolution, which is signed by all attendees voting
for the decision.
Article 6. Board
6.1 The governing body of the organization is the board, which manages the activities of the
organization in the period between the General Meetings.
6.2. Organization board members are elected by General Meeting for 3 years period. Board has 5
members, minimum 2 of which are represented by external persons. External member of the Board
may be a representative of academic circle, bar association, international organization, a person
experienced in the protection of human rights or other, who can contribute to the development of
the organization and shares mission, values, goals and objectives on the organization. The same
person may be elected as a member of the Board for a maximum of two consecutive terms. The
number of the Board members who are in labor agreement with the organization should not exceed
two.
6.3 the board is led by the Chairman of the board, who is elected with the majority of votes of the
total composition of the board, through secret voting. Board members elect the Chairman for 3-year
term. The same person may be elected as a Chairman of the Board for a maximum of two
consecutive terms..
6.4 The board shall be convened at least twice per year. Ad hoc meetings are called by the request
of organization director or a board member. Date and tentative agenda of an upcoming and ad hoc
meeting is determined by the board Chairman and the members are notified in written 7 days prior
to the Meeting.
6.5 Board is capable to make a decision if at least three members participate in board meetings.
6.6 Decision is taken by the majority of board members present on the meeting, in case of division
of the votes, director’s vote is decisive.
6.7 Board:
a) Determines vision and mission of the organization and approves action plan;
b) Determines main and strategic directions of the organization activities;
c) Convenes ad hoc General meeting;
d) Convenes General Meeting;
e) Submits drafts of amendments and annexes of the statute to the General Meeting;
f) Listens and approves annual content and financial reports of the organization;
g) Addresses General meeting for the establishment of a branch or regional representation;
h) Disposes organization property;
i) Decides to join various coalitions;
j) Appoints and dismisses Director and Deputy Director of the organization;
k) Listens and approves annual content and financial reports presented by the Director or / and
Deputy Director of the organization;
l) makes assessment of the Director and Deputy Director;
m) Approves project proposals submitted by the Director;
n) Provides the Director with information on funding opportunities and supports in making
connections;
o) Makes the decision about accepting the new members of the organization or terminating
organization membership;
p) Selects audit company;
q) Selects and approves main and reserve composition of contest committee;
r) Develops and approves organization statute, drafts of its amendments and annexes, and
supervises compliance with the rules of the statute;
s) Reviews applications and complaints from the members, Director, Deputy director of the
organization and third parties on the topics within the competence of the Board;
t) Reviews all topics out of the competence of the General Meeting or the Director;
6.8 Board makes its decisions in the form of resolution, signed by the board members.
6.9 Chairman of the board signs labor agreement with the Director and Deputy Director of the
organization.
Article 7. Director and the Deputy Director
7.1 Organization is represented in relationship with third parties by the director, and the deputy
director. Organization director and his deputy are elected by the board for 2 years period, with the
majority of votes through secret voting. The same person cannot be appointed for more than two
consecutive terms. In case of several candidates, the board appoint a person with the biggest
amount of board member votes on the position of the Director. Newly elected director is nominating
the candidature of his deputy to the board.
7.2 Board director, organization director and his deputy director, or other authorized representative
should run organization honestly.
7.3 Director:
a) Manages organization activities in line with the goals of the organization;
ბ) represents the organization in the relationship with other bodies;
c) Manages the work of the organization staff;
d) Makes assessment of the employees annually;
e) Announces contest for a specific vacant position, or signing labor or service agreements;
f) Represents the Chairperson of a contest committee and participates in the employee selection
process;
g) Monitors compliance with the organization statute and addresses the board to take relevant
measures, if needed;
h) Addresses the Board to decide on joining coalitions formed for a specific purpose of the
organization;
i) Signs agreements on behalf of the organization;
j) Signs the official documentation of the organization;
k) Manages organization material funds and resources in line with the regulations set by the board;
is responsible for proper use of organization funds, signs relevant official and financial
documentation, submits financial report to the members of the board and General Meeting;
l) Is responsible for procurement and ensures compliance with all legal requirements and liabilities;
m) Submits the list of audit companies to the boards;
n) Is responsible for fundraising, final refining of the projects and their implementation;
o) Submits project proposals to the board for approval;
p) Provides information on the organization activities to the board members;
q) Submits ongoing report and activity report of the organization to the board every six months;
r) Performs other duties foreseen by this statute.
7.4 the Deputy Director helps Director exercising their powers.
7.5 The board of the organization may delegate certain powers of the Director to the Deputy
Director.
7.6 The Deputy Director performs all the duties and responsibilities of the Director in case of their
absence, illness or inability to exercise their authority due to other reasons. In case of early
termination of the Director’s authority, the Deputy Director acts as the Director until the appointment
of a new Director.
7.7 Director / Deputy Director are dismissed by the board decision:
a) Based on personal request;
b) With the expiration of the term determined by the statute;
c) In case of non-fulfillment of duties imposed by the board and labor contract;
d) In case of inability to exercise their powers for 3 consecutive months;
e) In case of abusing power or conduct inconsistent with the statutory objectives of the
organization.
Article 8
Reorganization / liquidation of the Organization
8.1. Reorganization of the Organization “Prevention for Progress” will be carried out in compliance
with the legislation of Georgia.
8.2. At the time of liquidation, current cases must be completed, the requirements – determined,
remaining property – expressed in money, the creditors – paid of and the remaining property
distributed to the authorized persons.
8.3. The General Meeting decision on the liquidation of the organization shall be registered in the
registry of entrepreneurial and non-entrepreneurial (non-commercial) entities. The liquidation
process starts immediately after the registration.
8.4. General Meeting of the non-entrepreneurial (non-commercial) legal entity identifies persons
authorized to receive property remaining after liquidation. Selling the property of the non-
entrepreneurial (non-commercial) legal entity during the liquidation is possible:
ა) If it supports accomplishment of the goals;
ბ) For charity purposes;
გ) To transfer property to other non-entrepreneurial (non-commercial) legal entity.
8.5. Distribution of the property remaining after liquidation among 3founders, management or
authorized representatives of the organization is prohibited.
8.6. If the General Meeting of the organization did not define anyone entitled to get the property of
liquidated organization, the court gives the material resources of the liquidated non-entrepreneurial
(non-commercial) legal entity to one or several non-entrepreneurial (non-commercial) legal entity
legal entities with the goals similar to the ones of liquidated non-entrepreneurial (non-commercial)
legal entity. If there are no such organizations or it is impossible to identify them, the property can
be transmitted to the state. The property can be managed after 6 months from commencing the
liquidation process.
8.7. Liquidation process is led by the person(s) entitled to represent the organization or legally
appointed liquidator. Liquidator is responsible in the same scope as the persons responsible for
management and representation of the organization.
Article 9.
Founders of the Organization
The Founders of the Organization are:
a) Anton Kelbakiani – 01-09-1981 ID 01017010722, Z. Kikodze 12, Tbilisi, Georgia;
b) Sophio Chagelishivili – 30-04-1981 ID 01026007788, Z. Panakerteli 17, Tbilisi, Georgia;
c) Mariam Natadze – 23-08-1981 ID 01026007861, Z. Panaskerteli 12, Tbilisi, Georgia;
d) Natalia Tsagareli – 02-10-1980, ID 01008016293, T. Tabidze 52, Tbilisi, Georgia.
Article 10
Final Provisions
10.1. Present Statute (agreement of the founders) is valid only after it is signed by all
founders/members.
10.2. If any provision of this charter (agreement of the founders) has been declared invalid, it will
not affect the validity of the other provisions of the charter.
10.3 In case of contradictions between given statute and Georgian legislation, the legislation
prevails.