Statute
STATUTE
Article 1.
General provisions.
1.1. The non-entrepreneurial (non-commercial) legal entity-“The Association of books publication and distribution of Georgia” is registered by the regional court of the Vake-Saburtalo District Tbilisi Court, on December 31, 1998, registration number: №5/9-98, I/N 202910252.
1.2. The full name of the Association is: -non-commercial legal entity “The Association of the book publishers and distributors of Georgia” (hereinafter referred to as the “Association”).
1.3. The association carries out its activities in accordance with the Georgian Constitution, the Civil Code of Georgia, the legislation in force and its own statutes.
1.4. The Association is a legal entity, having an independent balance, separate property, payment and currency accounts in bank establishments situated in Georgia and abroad.
1.5. The Association is entitled to make arrangements, to purchase property rights and personal non-material rights, to take responsibilities, to act as claimant or defendant at Court on its own behalf.
1.6. The Association has its own stamp and all necessary requisites.
1.7. The legal seat of the Association is as follows:
- Georgia, Tbilisi, Mosashvili Street, №11.
1.8. The physical address of the Association is as follows:
– Georgia, Tbilisi, first turn of Kereselidze №12.
1.9. The electronic address of the Association is as follows:
- dir@gpba.ge; info@gpba.ge.
Article 2.
Objectives.
2.1. The objectives of the association are:
a) Expressing the general interests of book publishers and distributors and their protection, based on the principles of free market and fair competition;
b) Protection of publishing freedom;
c) Protection of copyright;
d) Development and establishment of professional ethics standards;
e) Representation of the book sector, as a field, at national, as well as at international level;
f) Fostering the establishment and the development of a legislative base in the field of books that will be advantageous for the development of the field;
g) Organization/popularization of national and international book markets, festivals, the day of books and copyright and other professional events related to books, as well as supporting the participation of Georgian publishers or distributors in the above-mentioned events.
Article 3.
Types of activities.
3.1. In order to achieve its objectives envisaged by the statutes, the Association:
a) Lobbies the harmonization of the Georgian legislation with the international documents regulating activities related to publishing field;
b) Collaborates with local and international organizations, professional associations included;
c) Carries out informational-educational activity in education establishments and in governmental or non-governmental sector; Organizes seminars and conferences, carries out other important activities for the public, in accordance with the objectives of the association.
d) Carries out other activities that are not prohibited by the legislation in force.
Article 4.
Membership.
4.1. Authentic and associated member of the association may be a commercial legal entity/individual entrepreneur registered in Georgia, the activity of which is publishing and/or book trade and which agrees to the statutes of the association and meets the conditions listed below:
In case of publisher:
a) Carries out publishing activity and ISBN has been granted to the products issued by it;
b) Signs the Code of professional ethics (if applicable) and adopts it;
In case of book seller:
a) Is a book seller;
b) Signs the Code of professional ethics (if applicable) and adopts it;
4.2 Members are presented to the Association by an authorized person.
4.3 Membership categories are:
• Authentic member-member, which pays membership fee and has the voting rights; –
• Associated member-member, which does not pay the membership fee and does not have voting rights and therefore, does not have the right to be appointed in managing authorities, however, has other rights determined for it;
4.4. The entity wishing to become a member of the association shall submit a written application to the association. The application shall indicate which type of membership is requested-authentic or associated. The management will decide about accepting or refusing such entity’s membership, on the first management meeting that will take place after the application’s submission. The management sets out the rules for accepting members and establishes the application form.
4.5. In case an associated member wishes to become an authentic member, it shall submit an application to the association in accordance with the paragraph 4.4., or in case its status of associated member resulted from the non-payment of membership fee in the past, it shall ensure the payment of three months membership fee in advance in addition to the payment of past debts after the submission of the application, in case of the management’s consent, in accordance with the current standards.
4.6. Association members having the same status, own equal rights.
4.7. On the basis of the management’s decision, a natural person may be granted with the status of honorary member of the association, for the special contribution made by him/her in the development of the publishing sector in Georgia and active support of the association’s activity. The rights and obligations envisaged by this statutes for association members do not apply on honorary members.
4.8. Association member is dismissed in the following cases:
a) On the basis of its own request;
b) In case of authentic member-in case of failure to pay the membership fee, under the procedures established by this statutes;
c) In case of change of the activity field;
d) In case of liquidation of the member.
4.9. On the basis of a decision adopted by the general meeting, a member of the association may be excluded from the association if its activity does not comply with the objectives of the association or if it significantly breaches the obligations imposed on it and at the same time, breaches the provisions of the code of ethics (if applicable) and does not fulfill the decisions adopted by the managing authorities.
4.10. Authentic members of the association shall pay the membership fee quarterly; in case a member fails to pay the membership fee during two consecutive quarters, the management gives a warning and in case the membership fee is still unpaid during three months after the date of the warning, the organization’s status of authentic member is terminated and it becomes automatically an associated member.
4.11. If there is an objective circumstance, as a result of which, an authentic member is unable to pay the membership fee, the management is entitled to suspend the status of authentic member and the obligation to pay the membership fee for no more than three quarters, if the entity notifies the association about such circumstances. After the expiration of the above-mentioned 3 quarters, the entity becomes an associated member. During the period of suspension of the authentic member status, the entity has the rights of an associated member.
4.11. The list of the association’s members (authentic as well as associated members) shall be published on the association’s website and the information is subject to upgrade, after the expiration of each quarter.
Article 5.
Rights and obligations of the members.
5.1. An authentic member of the association is entitled to:
a) Participate in the working process of the association’s general meeting;
b) To select and to be selected as an authorized person in the management bodies of the association;
c) To participate in the association’s programs, in accordance with its qualifications and competencies;
d) To participate in management’s meetings with voting rights;
e) To obtain information related to the association’s activity from the association’s managing authorities and persons;
f) In accordance with the objectives of the association, if possible, to use the information owned by the association and material-technical facilities;
g) To have advantageous conditions in regard to the projects organized by the association;
5.2. An associated member of the association is entitled to:
a) To participate in the working process of the association’s general meeting, without voting rights;
b) To participate in the association’s programs, in accordance with its qualifications and competencies;
c) To obtain general information related to the association’s activity from the association’s managing authorities and persons;
d) In accordance with the objectives of the association, if possible, to use the information owned by the association and material-technical facilities;
e) To have advantageous conditions in regard to the projects organized by the association;
5.2. A member of the association shall:
a) To meet the requirements of the statutes of the association, the code of professional ethics, the internal routine and the decisions adopted by the managing bodies;
b) To take care of the honor, authority and property of the association;
c) In accordance with the competencies and interests, to participate in the association’s activity;
d) To act in accordance with the association’s objectives and the standards of professional ethics in professional activity;
e) To pay the membership fee in the amount and under the rules established by the management.
Article 6.
Code of professional ethics of publishers and book sellers.
6.1. The association develops the code of ethics in order to regulate the business relationships of the subjects involved in the field of book publishing and trade.
6.2. The code of ethics may have general or concrete specification.
6.3. The code of ethics shall be approved by the general meeting and after this procedure, the code becomes a document attached to the statutes, the performance of which, is mandatory for the association’s members.
6.4. The association’s professional ethics commission consists of five members of the association, which are appointed for a period of three years by the general meeting of the association.
6.5. The regulations of the professional ethics commission are established by the code of ethics and they shall be approved by the general meeting of the association.
6.6. A member of the professional ethics commission may not be a member of management at the same time.
6.7. The selection procedures of the members of the professional ethics commission are the same as the procedures for the selection of the members of the management.
Article 7.
General meeting.
7.1. The highest managing body of the association is the general meeting of the association’s members, which shall be carried out during the month of June of each year, no later than June 20;
7.2.The general meeting agenda will be notified to the association’s members, at least two weeks before the date of the general meeting. A person entitled to participate in the meeting may put amendments in the agenda 8 days before the date of the general meeting. The general meeting will decide if the issue shall be raised at the meeting for review.
7.3. The general meeting is valid if more than a half of the authentic members are present. The general meeting adopts decisions by the majority of votes of the attending members, except when otherwise established by the law or the statutes. Each member has one vote. Voice transmission (assignment) is prohibited.
7.4. The general meeting:
a) By the majority of two-third of the attending persons, adopts (approves) the statutes of the association and makes changes in it.
b) By means of secret ballot, by the majority of votes of the attending persons, appoints the management members. In case of a tie, a runoff election shall be held and in case of a second tie-a sortition. If the selected candidate refuses to become a member of the management, than the next candidate having the second best result as a result of the elections shall be considered as elected;
c) Hears the reports related to the association’s activity and the financial reports;
d) By the majority of votes of the attending persons, approves the strategic directions of the association’s activity submitted by the management;
e) By two-third of the attending persons, adopts decisions related to the reorganization of the association;
f) By means of four-fifths of the members, adopts decisions related to the self-liquidation of the organization;
g) Takes decisions on the exclusion of a member from the association;
7.5. Convening a special general meeting may be done:
a) on the of the management’s request;
b) on the basis of the chairman’s request;
c) on the basis of the ethic commission’s request;
d) on the basis of a request of one-tenth of the association members.
The special general meeting shall be fixed no later than thirty days after the submission of such request. The written request about the convening of a special general meeting, approved by the signatures, shall be submitted to the chairman of the management. The date of the submission of the written request is considered as the initial point of the date of the convening of the special general meeting. No later than one week after the receipt of such request, the executive director plans the time and the location of the general meeting and notifies the association members.
7.6. The general meeting is presided over by the chairman of the association, who presents a report on the issues included in the agenda and gives explanations about the possibility to make changes in it.
7.7. In case of a request of one-tenth of the members, a notary will attend the meeting and will ensure its recording.
7.8. The meeting appoints the commission for the counting of votes. The Commission shall consist of at least two persons.
7.9. The meeting defines regulative and procedural issues related to the meeting process.
7.10. At the general meeting of the association, the members are entitled to add issues to the agenda for their review.
7.11. During the general meeting, the initiation of the process for adding an issue to the agenda shall be done by a group of at least five persons. After the initiation, a ballot is carried out in order to adopt a decision related to the addition of the raised issue in the agenda.
7.12. After the approval of the agenda, the meeting starts reviewing the issues.
7.13. The issues are reviewed in the order defined in the agenda. The succession order may be modified by means of a ballot.
7.14. The decisions are adopted by means of ballot if the majority of the attending persons agree to do so. The mentioned provision applies only to the resolution of the issues, in regard to which, the association’s statutes do not consider another number.
7.15. An open ballot is carried out at the general meeting, except the elections for the appointment of the association’s managing authorities. In the latest case, the ballot is secret.
7.16. The meeting is closed after the complete review of the issues envisaged in the agenda.
Article 8.
Management and representation.
8.1. The chairman of the association performs the authority of the association’s management and representation unanimously.
8.2. The executive director is also a special representative of the association. The present statutes set out the frame of the executive director’s representation rights and the rules for carrying out his/her activity.
8.3. The chairman of the association’s management board and the special representative shall carry out the association’s activities in a fair and honest manner.
Article 9.
Management Board.
9.1. The managing body of the association is the association’s management board, which consists of seven members. The members of the management board are appointed for a period of two years by the general meeting. The membership of the management board is renewed yearly by two members. A person, who is not attending the general meeting, cannot be appointed as a member of the management board.
9.2. The meetings of the management board are carried out during the last week of each month. A special meeting may be convened at the initiative of the chairman of the association or on the basis of a request of one-third of the members of the management board. If the meeting is attended by more than a half of the members, the management board is valid. Decisions are made by the majority of attendants, if otherwise stipulated in the statutes. The members of the management board and the heads of territorial and other structural units of the association will be notified about the date and the agenda of the management board’s meeting, at least three days before the date of such meeting and in case of a special meeting-they will be notified immediately.
9.3. The management board:
a) appoints the chairman of the association from the management board’s members, by means of a secret ballot; appoints the deputy chairman presented by the chairman, from the management board’s members, by means of a secret ballot;
b) convenes special general meeting. Notifies the association members about the date and the agenda of the meeting at least one week prior;
c) ensures the publication of the draft changes and amendments to be made in the association’s statutes at least two weeks prior, in order to submit such draft to the general meeting;
d) Gives consent for the appointment of an executive director;
e) Resolves the issues related to the acceptance of entities as association members by means of secret ballot;
f) Submits a warning letter to the association member, the activity of which, does not comply with the association’s objectives or which significantly is in breach with the obligations imposed on it by the statutes or avoids the payment of the membership fee;
g) Prepares and submits the strategic directions of the association’s activity to the general meeting for approval;
h) Approves the reports related to the activity carried out by the association and the financial reports for their submission to the general meeting;
i) approves the strategy development plan and the budget parameters of the association;
j) decides the issues related to the membership of the association in registered organizations and the participation of the association in the founding of a legal entity;
k) approves the regulations related to the activity of the executive director;
l) approves the executive director’s report on the performed activities;
m) determines the association’s employees’ salary rate;
n) approves the association’s organizational structure submitted by the chairman;
o) appoints the editing council of the association’s publishing body;
p) adopts decisions related to the establishment and the abolition of the association’s regional units, approves their charters and their heads (leaders);
r) By means of a secret ballot, by a majority of votes of the members, dismisses the association’s chairman, the association’s deputy chairman and the executive director from the position held;
s) Founds the association’s companies and appoints and dismisses their managers, presented by the association’s chairman;
t) Resolves other issues that do not fall within the competence of the general meeting and other managing bodies, in accordance with the present statutes.
9.4. In case of early termination of the powers of a Board member, the Board member becomes the person who received the majority of votes but not enough to be elected to the board during the last General meeting. If several persons have an equal numbers of votes, than the new member of the management board shall be elected by the management board between the candidates having an equal number of votes, by means of a secret ballot.
Article 10.
The chairman.
10.1. The association’s chairman and the association’s deputy chairman are appointed among the association members by the management board for a period of one year, at the first meeting, after the next general meeting. A person can not be elected as Chairman for more than two consecutive terms. Each member of the management board shall be entitled to nominate a candidate for the position of Chairman. The newly elected chairman nominates the candidacy of the deputy chairman. The powers of the association chairman and the association’s deputy chairman shall commence from the moment of thir election and shall continue, respectively, until the election (appointment) of a new chairman and a new deputy chairman. After the general meeting, if the chairman and the deputy chairman are unable to execute their powers before the appointment (election) of the new chairman and deputy chairman, than the performance of their functions shall be assigned to the oldest member of the management board.
10.2. The chairman:
a) Leads the association’s activities in order to achieve the objectives set out in the present statutes;
b) Directs the activities of the Management Board and presides over its sessions;
c) Represents the association in relationships with third parties;
d) Supervises the management of the association’s financial assets and other material property;
e) Signs the official documents of the association;
f) Submits the organizational structure of the association to the management board for approval;
g) Performs the functions of the executive director, before his/her appointment;
h) Performs other functions envisaged by the present statutes.
10.3. The deputy chairman performs the duties of the chairman, within the powers set out by the chairman. In case of the chairman’s resignation, the deputy chairman shall perform the chairman’s functions before the appointment of a new chairman.
10.4. The management board or the general meeting are entitled to ensure the early termination of the chairman’s (deputy chairman’s) powers in case of failure to fulfil their statutory duties, abuse of authority or behavior, which is inappropriate for the association’s statutory objectives. In such case, the management board shall elect a new chairman (deputy chairman) within one month, for the remaining term.
10.5. At the same time, the association’s chairman may not be employed in a public authority or to carry out an activity, which impedes the performance of his/her powers as the association’s chairman, due to excess workload or incompliance of interests.
Article 11.
Sections.
11.1. In order to resolve the specific issues and problems in a more efficient way, the association may include sections.
11.2. The association’s authentic member is entitled to enter in a section.
11.3. At least three authentic members are entitled to initiate the creation of a section. For the above-mentioned purpose, they submit a written application to the association’s management board and the management board decides this issue at the first session of the management board.
11.4. The sections organize section meetings and by means of the section’s lobbyist/representative, submit their opinions and proposals to the management board and the general meeting.
11.5. The section meeting is valid, if more than a half of the section members are present. In relation to each specific issues of the section’s meeting, which the section wishes to bring to the attention of the management board or general meeting, the members of the section elect (appoint) the section’s lobbyist/representative, by the majority of votes. In case of necessity, the section is entitled to request the addition of the issues to be reviewed in the agenda of the management board session or general meeting.
11.6. The executive director ensures the organization of the sections’ meetings. In order to convene a section meeting, it is enough to submit a written request of one-tenth of the section’s members to the executive director. The executive director defines the date of the meeting no later than one week after the submission of the relevant request. The section’s meeting minutes shall be signed by the lobbyist/representative elected by the meeting.
11.7. The lobbyist/representative, on behalf of his/her section, within the decisions adopted at the section’s meeting and approved by the relevant minutes, may establish relationships with state or public authorities, mass media etc. Within the whole territory of Georgia, in order to notify them about the position of the section, as well as in order to propose specific projects or participation in joint projects on behalf of the section. Additionally, the lobbyist/representative shall notify about all the above-mentioned to the management board and its chairman in advance, which, in case of necessity, are entitled to express their official position on behalf of the association in the above-listed structures (authorities), organizations and mass media means. In case of performance of independent projects or participation in projects, if the association’s managing bodies do not agree such participation on behalf of the association, the section’s particular persons act as natural persons and the association shall not be held responsible for the obligations and responsibilities they undertake.
11.8. The statement prepared by the section shall be sent to the association’s management board for support. If the association’s management board decides to support the above-mentioned statement, such statement will be published on behalf of the association. If the association does not support the section’s statement, than the section shall carry out a ballot in regard to the above-mentioned statement at the section’s meeting and in case ¾ of the attending person support such statement, it will be published on behalf of the section.
Article 12.
The executive director.
12.1. The chairman appoints the executive director for a period of three years, with the approval of the management board;
12.2. The executive director:
a) acts on behalf of the association and represents the association in relationships with third parties, except the issues that fall in the powers of the chairman and the management board;
b) submits reports related to the performed activity to the management board, once every six months;
c) in accordance with the terms set out by the management board, disposes the association’s monetary funds and material resources and is held responsible for their appropriate usage; signs the relevant official and financial documentation;
d) approves the draft programs to be performed;
e) signs agreements on behalf of the association about the issues related to the project;
f) in collaboration with the chairman, appoints and dismisses coordinators of projects;
g) in collaboration with the management board, appoints and dismisses the association’s employees;
12.3. The rules for the activity of the executive director are defined by the present statutes and the labor agreement;
12.4. A labor agreement shall be concluded with the executive director, which shall be signed by the association’s chairman.
12.5. The executive director ensures the development and the distribution among the association members of the meeting minutes of the general meeting, the management board sessions, the sections’ meetings, the ethics commission meetings and target commissions.
12.6. The executive director establishes the regulations of internal (among the association members, among the management board members), external (with various state, non-governmental and commercial organizations) and international correspondence. The mandatory condition of the regulations is that the correspondence shall be public and shall be constantly kept on at least two electronic facilities.
Article 13.
Monitoring and Audit.
13.1. The general meeting appoints 2 supervisors for a period of three years, among the authentic members.
13.2. Within the term of their powers, the supervisors ensure the revision of the decisions adopted by the managing persons and the bodies of the association and their activity. The issues related to such revision and the terms are defined on the basis of a reasonable doubt of the supervisors or by means of random selection.
13.3. The supervisors are accountable only toward the general meeting.
13.4. The supervisor cannot be member of the association’s management board or ethics commission at the same time.
13.5. On the basis of the management board’s decision, an independent auditor (an audit company) may be convened, which will study the association’s activity and submit the results of the audit in an audit report.
13.6. In case breaches are identified, the management board shall convene a special general meeting.
Article 14.
Property of the association.
14.1. The association’s property is made of membership contributions, donations made by members and other persons, grants, as well as revenues received from secondary commercial activity and other legal means.
14.2. The association’s property may only be used for the purpose of achieving (performing) its statutory objectives.
Article 15.
Termination of the association’s activity.
15.1. The association’s activity termination (abolition) takes places in the following cases:
a) On the basis of a decision adopted by the association’s general meeting;
b) In case of initiation of a bankruptcy law suit proceedings or the abolition of the registration;
c) In other cases envisaged by the legislation in force.
15.2. The property remained as a result of liquidation shall be allocated by decision adopted by the association’s management board, in accordance with the legislation in force.
15.3. The liquidation of the association shall be considered as completed, immediately after the adoption of the decision on its removal from the state register by the registering authority.
