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«State Registration» Affirmed by the Ministry of Justice of the Republic of Azerbaijan Certificate № 1104-Q3-1614

Based on the decision of the General Meeting of the founders of “Sonmaz Mashal” Cultural Relations Public Union dated

06.07. 2004 and 26.07.2004
Head of the office on state registration of the juridical persons
(The plenipotentiary of the registration authority)

The founders:

1. S.I.Seyidov: signed

2. Z.A. Aghayev : signed

3. Sh.B. Naghiyeva: signed

THE CHARTER of “Sonmaz Mashal” Cultural Relations Public Union

Baku – 2004

1. GENERAL PROVISIONS 1.1."Sonmaz Mashal" Cultural Relations Public Union (hereinafter referred to as the “Union”) united by common interests, voluntary, founded on the principles of equality of its members, which fails to make a profit as the main purpose of operation and the revenue from the divide between its members and activities of non-governmental organization covers the whole territory of the country.

1.2. Union realizes all its activities on the basis of the Constitution of the Republic of Azerbaijan, "Non-governmental organizations (public unions and foundations)" Law of the Republic of Azerbaijan, and this Charter.

1.3. The Union has the status of a legal person from the date of its registration at the Ministry of Justice of the Republic of Azerbaijan. The Union has an independent balance, a stamp with its name on it, a punch, currency account in the national banks and the other props in the banks of the Republic of Azerbaijan.

The Union has the independent balance, the stamp, the form, the settlement and currency account in the national banks and the other props.

1.4. The address of the settlement of the Union: R. Behbudov str. 60, Baku.



2.II. THE AIMS AND OBJECTIVES OF THE UNION

2.1. The main goal of the Union is to promote the integration of our country to the global processes going on in the world.

2.2.The Union carries out the following tasks to realize its aim:

•to encourage exchanges and cooperation in education of culture, social sciences, and other fields of intercultural endeavor, on the basis of mutual benefit, by providing opportunities for and facilitating appropriate contacts and activities between institutions, organizations and individuals;

•to translate the best samples of Azerbaijani literature and disseminate;

•to organize the competition of the best translation samples for the purpose of increasing the interest to the art of literary translation;

•to assist the recognition of the democratic processes happening in the society in the international arena;

•to assist the recognition of the art samples of Azerbaijan in the international arena;

•to assist demonstration of the paintings of the worldwide artists in Azerbaijan;

•to assist the popularization of Azerbaijani artists’ paintings abroad;

•to assist the citizens to learn modern democratic values;

2.3. To realize the aims included into this charter the Union:

•organizes events, classes, workshops and seminars, round-table talks,exhibitions, conferences, charity marathons and other cultural massive events;

•disseminates the information about its aims and activities independently, publishes press releases in accordance with the legislation;

•joins the events of the organizations of foreign countries not being against its interests.

2.4. The Union cannot participate in the elections of the President of the Republic of Azerbaijan, Parliament of the Republic of Azerbaijan and municipality.

III. THE RIGHTS OF THE UNION

3.1. The Union has the following rights:

•To enter into contracts on its own name, get the property and personal non-property rights, undertake duties, act as plaintiff, or defendant in court;

•To disseminate the information about its own activity independently;

•To found its branches and representation in the territory of the Republic of Azerbaijan and abroad;

•To join various international non-governmental organizations, establish unions united on the voluntary principles, participate in the establishment of the of the unions by the legal persons and join these unions;

•To open currency account in the national banks ;

•To have an independent balance, a stamp, a punch, and other props;

•To be engaged in entrepreneurial activity in accordance with the aims of the Charter not prohibited by legislation;

•To use the other rights defined by the legislation of the Republic of Azerbaijan.

IV. THE PROPERTY AND FINANCIAL ACTIVITY OF THE UNION

4.1. The Union may have buildings, devices, apartments, conveniences, inventories, cash, shares, securities and the types of property to meet the expenses of the activities included in this Charter as its property.

4.2.The Union is responsible with its property for its obligations. This property can be privatized only in accordance with the laws of the Republic of Azerbaijan.

4.3.The sources of formation of the property of the Union in the form of cash, or other types of finance are as followings:

•The membership fee provided consistently by the founders and members;

•Property fees and donations provided voluntarily by the management, enterprises, local and international organizations and citizens;

•Shares, bonds, dividends, incomes provided from securities and savings;

•Incomes coming from the sale and use of its property;

•Grants;

•The incomes coming from exhibitions, concerts, and other events;

•The incomes coming from the activities of the enterprises founded by it;

•Incomes not prohibited by the legislation.

4.4.The members of the Union don’t have special rights on the private objects included into its property.

4.5. The Union has the right of ownership and command on its property in accordance with the purpose of property and aims of its activities as it is determined in the legislation of the Republic of Azerbaijan.

4.6. The purposeful finance entered the account of the Union cannot be spent for other directions.

4.7. The Union cannot provide the political parties with financial, or other types of support.

4.8. The Union prepares financial, statistic and other types of reports in accordance with the rules of legislation and present governmental bodies.

V. THE FOUNDERS AND MEMBERS OF THE UNION THEIR RIGHTS AND OBLIGATIONS

5.1. The legal entities (except governmental and self-governing bodies) or physical bodies of 18-year old are able to be the founders of the Union.

5.2. The founders of the Union are equal in rights. The interaction, rights and obligations of the founders are defined with the legislation, a contract signed between them or with this Charter.

5.3. Every physical and legal person in the Republic of Azerbaijan (except governmental and self-governing bodies) is able to be a member of this public union. The founders of the Union are also considered to be a member of the Union.

5.4. The admission of members to the Union are enforced by the managerial staff.

5.5. A person wishing to join the Union applies for the membership in written form to the managerial staff. The application is reviewed within a month from the date of submission and when more than half of the members of the board of directors express a positive attitude the applicant is accepted for membership in the Union.

5.6. The members of the Union with equal rights among themselves have the following rights:

•to participate in the management of the Union, in accordance with the rules given in this charter and other documents;

•to elect and be elected to any elective body of the Union;

•to participate in the events organized by the Union;

•to control the activities of Union’s authorities, to get information about the activities of the Union’s elective bodies and officials;

•to participate with an advisory vote in any work of the Union’s authority;

•to participate, to give an explanation, to protest and appeal in the discussion of any issue associated with its rights and obligations.

5.7. A member of the Union can represent the Union, or make a statement, if the General Meeting of the Union, Board of Directors, or Chairman empowers.

5.8. Members of the Union carry on below mentioned duties:

•to follow the Charter of the Union;

•to fulfil decisions of the elected bodies of the Union;

•to participate in the events of the Union;

5.9. The amount of the membership fee is determined by the Board of the Union.

5.10. Union terminates membership in below-mentioned circumstances:

•To get out from membership of the Union as voluntarily;

•To be expelled from the membership of the Union;

5.11. The member of the Union is expelled from the membership of the Union in the following cases:

•When the members spoil the image of the Union with their behavior;

•When persistently deviate from participating the events of the Union;

•When behaves against the goals of the Charter;

5.12. Terminating from membership and founding is realized with the decision of the managerial staff of the Union.

5.13.The member of the Union has right to appeal court about his/her termination from the membership of the Union.

VI. THE STRUCTURE AND THE MANAGERIAL BODIES OF THE UNION

6.1. The Supreme body of the Union which is called one time in a year by the managerial staff is the General Meeting.

6.2. The General Meeting is called by the initiative of the executive body, one of the founders, or one third of the members of the Union.

6.3. The founders and the members must be informed about the place and the time of the General Meeting at least two weeks in advance.

6.4. The solution of the following issues refers to the power of the General Meeting:

•Acceptance of the Charter of the Union and making changes in it;

•Formation of the property of the Union and determining the principles of usage;

•Founding the executive body of the Union and suspension of its authority prematurely;

•Approving the annual report of the Union;

•Solving the issue of representation of the Union in other organizations;

•Reorganizing and terminating the Union;

•Listening to the report of the executive leaders of the Union;

6.5.The General Meeting is considered to be authorized in case when more than half of the members of the Union are present;

6.6.The decision of the General Meeting is being accepted with the majority votes of participating members of the meeting. Each member has only one vote. Two third votes are required to accept the decisions on making additions and changes in the Charter and reorganization and termination of the Union.

6.7.The activities operated by the Union are led by the Board of the Union.

6.8.The Board of the Union consists of the Union’s director, assistant directors and the members elected by the General Meeting.

6.9.The Board of the Union as collegial executive body has the following authorities:

•Accepts for membership to the Union and terminates membership;

•Puts forward the offers and projects;

•Creates the brunches and representations of the Union;

•Solves all the problems of the Union out of the exclusive authority of other governing bodies;

6.10.The meetings of the Board of the Union is in power if more than half of the members are present.

6.11.The director, assistant directors and other members are elected by the General Meeting for two years.

The director of the Union:

•Represents the union, taking positive opinion of management staff concludes treaties on behalf of the Union, including money funds gives orders on the property of the Union;

•Leads the activities of the managerial staff;

•Gives orders and commands on the issues about current activities of the Union;

•Recruits and dismiss the workers;

•Also carries out other functions that were given under its power by the General Meeting.

6.12.Supervision Commission of the Union carries out the control over the activities of the elected bodies, officials and the members of the Union whether it coincides with the Charter, and the controls over the financial issues of the Union.

The General Meeting determinates the number of members of Supervision Commission. The term of authority of SC is two years. The decisions of SC are accepted with simple majority of votes.

6.13. Supervision Commission should response to the appeals from the bodies and the members of the Union within a month. VII. TERMINATION OF THE UNION’S WORK.

7.1. The work of the Union is put an end by the ways of reforming the Union ( linking, joining, division, emission, conversion ) or reversal of the Union.

Termination of the Union’s work is done in accordance with the law provided by legislation.

7.2. Cancellation Commission is created based on the decision on termination of the Union’s work. All the authorities connected with the duties of the Union are carried out by the Cancellation Commission. Cancellation Commission compiles a cancellation balance. The left property of the Union is directed to the aims shown in the Charter in accordance with rule determined in the property legislation after meeting the demands of the creditors and budget, if it is not possible, to the government budget. Termination of the Union’s work is done in accordance with the Civil Code of the Republic of Azerbaijan and other acts of legislation.

VIII. OTHER PRINCIPLES 8.1. The issues not considered in this Charter is regulated with the legislation.

8.2. If provisions of this Charter are against the legislation the provisions of the legislation are applied.

8.3. The Union’s the year of finance begins from the date of its registration and comes to an end on December 31. The next year of finance begins on January 1 and covers the period up to December 31.

The Union’s work is terminated in accordance with the Law of the Republic of Azerbaijan.