N(N)LE “ „Association of creative industries of Georgia” (ACIG)

statute

(Founders/Members Agreement)

  1. General provisions
  • JSC Creative Industries Association of Georgia is a non-entrepreneurial (non-commercial) legal entity created in accordance with the Civil Code of Georgia.
  • The subject is considered as originating from the moment of registration in the register of entrepreneurs and non-entrepreneurial (non-commercial) legal entities.
  • Company name: “Association of creative industries of Georgia” (ACIG) “ (hereinafter “Association”)
  • Corporate name of the association in Georgian: „საქართველოს შემოქმედებით ინდუსტრიების ასოციაცია“
  • Legal form: non-entrepreneurial (non-commercial) legal entity.
  • Legal address of the association: Georgia, Tbilisi, Gizo Nishnianidze str 13-15/Rostom Muskhelishvili Lane #3.
  • Email address of the association: komunamedia@gmail.com
  • The association is independent of the status of its member(s), as well as the person(s) with leadership and representative authority.
  • The association’s liability is limited to its property.
  • The association is not responsible for the obligations of its members, as well as the person(s) with its leadership and representative authority.
  • Association for the obligations of its members, as well as its leadership and person(s) with representative authority.
  1. Objectives of the association
  • Objectives of the association are:
  1. development of creative industries in Georgia;
  2. promotion of representative lobbying for professionals in the field of creative industries;
  3. preparation of legislative initiatives in terms of tax and other benefits;
  4. organization of international and local events, conferences, workshops, seminars and other targeted projects;
  5. Promotion of collaboration of organizations and individuals operating in all 14 directions of creative industries.
  • The association is authorized to engage in business activities of an auxiliary nature, the profits from which must be used for the realization of the association’s goals. The distribution of the profit obtained as a result of such activities among the association’s founders, members, donors, as well as persons with leadership and representative powers is not allowed.
  • Property owned by the association can be alienated if the alienation serves the activity of the association, its organizational development, contributes to the implementation of its goals or serves charitable purposes.

 

  1. The founders of the association
  • The founders of the society are:
  1. “Kettari Ge” LLC, BID: 404637915, Director: Endre Birich Krzyzewski, 3-3771833-2, 33187201, 01691053341 /Israel/, Phone Number: +44 7554 006590, e-mail: e.birich@kettari.com, Address: Georgia, Tbilisi, Kiacheli street, Site No2, Site No5

Representative: Teimuraz Japaridze, ID 01008006183, Phone number: +995 591 24 10 82,

e-mail: teimuraz.japaridze@gmail.com, Address: Georgia, Tbilisi, Ir. Abashidze St. #10

(Power of attorney certified by notary Nino Khoperia; date of verification: 13.06.23, notarial act registration number: 10789852873123, individual number of notarial act: N230773898)

  1. “Bravo Records” LLC, BID: 404868639,

Director: Tamar Kristesashvili, ID: 01008046728, Phone Number: +995 577 461 111, e-mail: info@bravorecords.ge, tatakristesashvili@gmail.com, Address: Georgia, Tbilisi, Kostava str. N68, Block 2;

  1. N(N)LE “Innovative Pop Culture Support Foundation Electronautus“, BID: 404394124,

Director: Zakaria Zalikashvili, ID: 01012017457

Phone: +995 577 51 00 09, Email: zakrius@gmail.com

Address: Tbilisi, Gizo Nishnianidze Str. 13-15/Rostom Muskhelishvili Str. Lane #3;

  1. N(N)LE “Tbilisi Startup Bureau”, BID: 404565886, Chairman of the board: Gurieli Koiava, ID: 01017035275,

Phone Number: +995 558 910910, e-mail: guri.koiava@gmail.com,

Address: Georgia, Tbilisi Mtatsminda District, L. Asatiani Str. 46a;

  1. “Duo Capital” LLC, BID: 405501835,

Director: Giorgi Kvachidze, ID: 01024023743, Phone Number: +995 599 69 59 59,

e-mail: gkvachidze@gmail.com, Address: Georgia, Tbilisi, Saburtalo District, Vazha-Pshavela Lane, N3, Flat 14;

  1. Individual Gvantsa Gugeshashvili, ID: 01031001554, Address: Tbilisi, Gvazauri 2nd exit, first building, phone number: +995 599 43 99 44; Email: gvantsa.gugeshashvili@tsu.ge;
  1. Management of the association
  • The highest governing body of the association is the general assembly of members, which is convened at least once a year.
  • The highest executive body of the association is the board of the association.
  • The person authorized to lead and represent the association is the executive director and president of the association separately.
  • The executive director of the association, as well as the person responsible for the management of the authorized user page (e-mail address) of the association, with authority for representation for a period of 5 years elected

Zakaria Zalikashvili, ID: 01012017457, Phone Number: +995 599 98 74 44

e-mail: komunamedia@gmail.com, Address: Tbilisi, Gizo Nishnianidze Str. 13-15/Rostom Muskhelishvili Str. Lane #3, Birth place Telavi, Date of birth: 09.04.1972.

  • The general meeting shall be convened by the decision of the executive director of the association or the board at the request of 1/4 of the members of the association.
  • The executive director of the association is obliged to appoint a general meeting no later than 5 (five) calendar days after receiving the request for convening the general meeting. The date of the general meeting must be determined no later than the 40th day after the decision on the appointment of the general meeting.
  • In the event that the executive director of the association does not make a decision on the appointment of a general meeting, the board directly makes a decision on holding a general meeting. At this time, the date of the general meeting should be determined no later than the 40th day after the decision was made, however, taking into account the time interval to allow the members of the association to familiarize themselves with the issues on the agenda and to resolve the organizational issues related to the meeting in a normal manner.
  • The agenda and the date of the general meeting are published on the website of the association and/or sent to the members of the association via e-mail.
  • The general meeting is capable of making decisions if at least half of the members of the association present at the date of convening the general meeting are present.
  • Each member of the association has one vote at the general meeting. A legal entity is represented by one representative at the general meeting. The representative authority of a member of the association is determined by a written power of attorney, unless the head of the legal entity with representative authority is present at the meeting, according to the extract from the public register.
  • The general meeting can be chaired by elected chairman of the meeting.
  • The minutes of the general meeting and the decisions made are drawn up and signed by the chairman of the meeting.
  • In case of inability of the general meeting to make a decision, a repeat meeting is appointed within two weeks, which is capable of making a decision regardless of the number of present members with the right to vote.
  • The members of the association are informed about the convening of the general meeting, with reference to the agenda, at least two weeks before the meeting in writing or by publishing information in the body and/or on the website of the association.
  • The decision at the general meeting is made by open or secret voting. A separate decision is made at the general meeting to hold a secret vote.
  • Decisions at the general meeting are made by the majority of votes of the members present with the right to vote. The decision to make changes and additions to the charter, to change the charter, as well as to change the goals of the association, is made by two-thirds of the votes of the members present.
  • The competence of the general meeting includes:
  • Discussion of the strategic directions of the association’s activities and development of recommendations.
  • Adoption of the association’s charter and making changes and additions to it.
  • Making a decision on reorganization or liquidation of the association, as well as on changing the goals of the association.
  • Election of the executive director of the association, members of the board and the president of the association, as well as termination of their powers before the deadline in the cases provided for by the statute. The decision to terminate the term of office before the term is made by two-thirds of the votes of the members present at the general meeting.
  • Resolution of other issues that do not belong to the competence of other bodies of the association
  1. Member of the Association
  • Member of the association can become:
  1. a citizen of Georgia and foreign countries who recognize the Charter of the association, expresses full readiness to fulfill the statutory goals and mission and who has applied to the special committee for membership.
  2. A legal entity, regardless of its residency status, that is recognized under the laws of Georgia. Such a legal entity authorized by representatives for a member legal entity within the association. The founder(s) and directors of a member legal entity shall not be deemed as members of the association.
  • Membership in the association shall be granted or terminated through the submission of a written application. In order to be admitted as a member. The special committee shall make a decision regarding the acceptance of a membership application within a period of one month from the date of submission.
  • The founders of the association, as well as subsequent members, shall possess equal standing and rights.
  • The authority of a member within the association shall cease under the following circumstances:
  1. a) Upon submission of a voluntary application by the member;
  2. b) Upon a court decision declaring the member legally incompetent;
  3. c) In the event of the member’s death.
  • The expulsion of a member from the association shall be determined through a resolution passed during the general meeting. A member may be expelled from the association, as per the decision reached during the general meeting, when their actions are inconsistent with the objectives of the association or when they significantly breach the obligations imposed upon them by the statutes.
  • The rights of an Association member include the following:
  1. a) Participation in discussions concerning matters pertaining to the Association’s activities, the formulation and execution of the Association’s plans, programs, projects, and other initiatives;
  2. b) If applicable, the right to vote and stand as a candidate for the association’s governing bodies or committees;
  3. c) The ability to nominate individuals for election, as outlined in the provisions set forth in this Charter;
  4. d) Utilization of the Association’s owned information, materials, and technical resources to the extent permissible, in accordance with the Association’s objectives.
  • The obligations of an Association member include the following:
  1. a) Adherence to the provisions outlined in the Association’s Charter;
  2. b) Compliance with the decisions made by the governing body;
  3. c) Promotion of the objectives of the Association;
  4. d) Maintenance of confidentiality regarding any sensitive information pertaining to the activities of the Association.

 

  1. Management and representation
  • The executive body of the association is the board of the association, which performs executive functions.
  • The board is elected by the general meeting of members by open or secret voting, with the majority of votes of the members present.
  1. Endre Birich Krzyzewski, 3-3771833-2, 33187201, 01691053341 /Israel/,

Phone Number: +44 7554 006590, e-mail: e.birich@kettari.com,

Address: Georgia, Tbilisi, Kiacheli street, Site No2, Site No5

Representative: Teimuraz Japaridze, ID 01008006183, Phone number: +995 591 24 10 82,

e-mail: teimuraz.japaridze@gmail.com, Address: Georgia, Tbilisi, Ir. Abashidze St. #10 (Power of Attorney Certified by Notary Nino Khperia; date of verification: 13.06.23, notarial action registration number: 10789852873123, individual number of notarial act: N230773898)

  1. Tamar Kristesashvili, ID: 01008046728, Phone Number: +995 577 461 111,

e-mail: tatakristesashvili@gmail.com  Address: Georgia, Tbilisi, Kostava str. N68, Block 2

  1. Gurieli Koiava, ID: 01017035275, Phone Number: +995 558 910910,

e-mail: guri.koiava@gmail.com, Address: Georgia, Tbilisi Mtatsminda District, L. Asatiani Str. 46a

  1. Giorgi Kvachidze, ID: 01024023743, Phone Number: +995 599 69 59 59, e-mail: gkvachidze@gmail.com,

Address: Georgia, Tbilisi, Saburtalo District, Vazha-Pshavela Lane, N3, Flat 14.

  1. Gvantsa Gugeshashvili, ID: 01031001554, Address: Tbilisi, Gvazauri 2nd exit, first building, phone number: +995 599 43 99 44; Email: gvantsa.gugeshashvili@tsu.ge;
  • The board of the association consists of 5 (five) members.
  • At least ¼ of the members of the association have the right to nominate a candidate for membership of the board.
  • Board members are elected for a term of 5 (five) years.
  • The authority of the board begins from the moment of its election and continues until the election of a new board.
  • The newly elected board holds its first meeting within one month of its election.
  • Board meetings are held as needed and convened at the initiative of the board member or the executive director of the association.
  • The board is empowered if at least half of the board members are present at the meeting.
  • At board meetings, decisions are made by the majority of votes of the members present.
  • Decisions made by the board are made in the form of a resolution signed by elected board meeting chairmen.
  • A board meeting may be conducted through online means, utilizing electronic methods, eliminating the requirement for physical presence of meeting participants.
  • The board meeting chairman is authorized to affix electronic signatures on the minutes of the Board meeting or resolutions.
  • Based on the authority granted by the general meeting, the competence of the board of the association includes:
    • Approval of internal procedural guidelines/regulations and symbols of the association.
    • Development and approval of the association’s annual financial plan and budget.
    • Resolution of issues related to membership termination and member expulsion.
    • Submission of recommendation of direction coordinators to the executive director.
    • Creation/cancellation of structural units, branches, regional offices, representative offices, agencies (including international ones) in order to optimize the organizational structure of the association.
    • Making a decision related to the creation (establishment) and operation of a legal entity of private law by the association.
    • Creation of targeted commissions according to separate directions of the association’s activity.
    • Creation of special funds of the association.
    • Determination of the salary system of the association’s executive director and board members.
    • Getting acquainted with the financial and audit reports of the association and, if necessary, presenting recommendations to the general meeting of the association.
    • Convening the general meeting of association members, approving the agenda of the meeting.
    • Ensuring the implementation of decisions of the general meeting of association members.
    • Resolution of other issues that do not belong to the competence of other bodies of the association.
    • Board meetings are chaired by the executive director, who is also the chairman of the board. It develops the agenda of the board meeting, supervises the implementation of the board’s decisions and coordinates the members of the board. The executive director of the association has been granted executive-discretionary powers. He represents the association in relations with third parties.
  • A person who is not a member of the association (invited person) can be elected as the executive director of the association.
  • The executive director’s term of office starts from the moment of his election and continues until the election of a new executive director.
  • The special competence of the executive director of the association includes:
    • Conducting the activities of the association in a transparent and effective manner to achieve the goals established by the charter.
    • Development of strategic plans and determination of priority areas of the association’s activities.
    • Development of the association’s annual budget project and submission to the board for approval.
    • Management-disposal of financial funds and other assets of the association and ensuring their use in accordance with the charter.
    • Monitoring of association expenses and budgets of various projects. Taking loans/credits.
    • Signing agreements with banks and/or financial institutions and, if necessary, pledging or legally encumbering deposits, balances and other assets belonging to the association to provide a guarantee.
    • Development of drafts of internal procedural manuals/regulations of the association and submission to the board for approval.
    • Establishing the organizational structure of the association and submitting it to the board for approval.
    • Recruitment and dismissal of association employees.
    • Appointment and dismissal of head(s) of structural units of the association, branches, regional offices, representative offices, agencies (including international ones), coordinators of directions.
    • Appointment and dismissal of the head(s) of the private law legal entity(ies) established by the association.
    • Determining the structure and amount of association’s official rates, allowances and bonuses, bonuses and other measures of a stimulating nature.
    • Making decisions on the amount of funding for various programs of the association, creation of targeted funds, receiving and issuing grants.
    • Signing a contract on behalf of the association.
    • Relations with bodies of foreign countries and international organizations based on the interests of the association.
    • Implementation of other functions that do not belong to the competence of other bodies of the association.
    • Decisions made by the executive director of the association are made in the form of a decree.
  • The authority of the member of the board and the executive director of the association is terminated:
    • based on his own statement.
    • In the event that the court recognizes him as incompetent.
    • In case of death, as well as in case of recognition by the court as dead or missing. In case of a guilty verdict by the court in the criminal case against him.
    • by the decision of the general meeting of the members of the association if it grossly violates the requirements of the charter and harms the activities of the association or its goals.
  • In case of systematic non-attendance of board meetings by a member of the board or disruption of the board’s activities, the board, by a majority of votes, has the right to suspend the authority of such a member.
  • In the event of the voluntary resignation or premature termination of the Executive Director’s term of office within the Association, an extraordinary general meeting shall be promptly arranged within a maximum period of one month from the official cessation of the term of office. During this meeting, the election of a new chairperson shall take place.
  • In case of reduction of members of the board of the association to one, an extraordinary general meeting will be convened no later than one month after the occurrence of such a fact, at which a new board will be elected.
  1. President of the association
  • The president of the association is elected by the general assembly of members for a term of 5 years. Every member of the association has the right to nominate a candidate for the president.
  • The authority of the president of the association starts from the moment of election and continues until the election of the new president of the board.
  • The president represents the association to a third parties.
  • The president of the association is entitled to speak and appear in public space as a representative of the association;
  • As a president of association was for five years was elected

Sergo Gvarjaladze, ID: 01008010971 /Germany/,

Phone number: +995 599 98 74 44

e-mail: komunamedia@gmail.com,

Address: Tbilisi 0179, Tskneti, Akhaldaba Str. 19

Date of birth: 13.11.1967, Birth Place: Tbilisi

  • President of the Association:
    • directs the association’s media activity and public policy in order to achieve the statutory goals, except for issues intended for the authority of the general meeting and the board.
    • represents the association in international relations.
    • supervises the media activity of the association
    • submits the association’s public policy plan and relevant organizational structure to the board for approval.
    • performs other functions assigned to him by this charter.
  1. Committee and Committee Coordinator
  • The association can create permanent or temporary committees whose purpose is:
    • to coordinate certain areas of the association’s activities;
    • to carry out work necessary to achieve the main goals of the association;
    • Within the scope of competence, make recommendations to the board and the general meeting of members.
    • to present members to the board;
  • The committee is a group consisting of one or more members or invited person(s), which is directly involved in the main activities of the association.
  • Committees are created by the board with the submission/recommendation of the any board member.
  • The committee is headed by the committee coordinator;
  • The coordinators of the committee are appointed by the executive director on the recommendation of an any board members.
  • The Committee Coordinator is accountable to the Executive Director.
  • The decision to cancel the committee and to dismiss the coordinator of the committee is made by the board and executed by the general director.
  • The coordinator of the committee may be an invited person who is not a member of the association;
  1. Association property
  • The property of the association is created from contributions, donations of members and other persons, grants, supporting business activities, funding raised from projects and other legal income.
  • The property of the association can be used only for the implementation of its statutory objectives.
  1. Termination of association activities
  • The activity of the association is terminated (cancellation) in the following cases:
  • by the decision of the general meeting of the association.
  • In case of opening of bankruptcy proceedings or cancellation of registration.
  • in other cases, provided for by law.
  • The property remaining as a result of the liquidation will be distributed according to the decision of the board of the association in accordance with the applicable legislation.
  • The liquidation of the association is considered complete from the moment the registration body makes a decision to remove it from the state register.
  1. Transitional provisions
  • This charter is written in Georgian and English language and is a binding document for all members of the organization. In the event of a conflict arising from bilingualism, the Georgian language shall take precedence.
  • Joining a third person’s organization in any form automatically means that person’s consent to the issues provided by this statute.
  • Regarding the invalidity of any provision of these Bylaws shall not affect the validity of the other provisions of the Bylaws.
  • Every member or employee in the organization undertakes to serve the organization and the main purpose of the organization honestly and openly.
  • Issues that are not regulated by the present charter are regulated by Georgian legislation.
  • Unless otherwise expressly provided by the charter, any kind of communication/correspondence between charter members or other governing bodies may be conducted between them by e-mail. Members of the Association are obliged to provide the employees of the Association with the e-mails on which they wish to receive correspondence. In case of sending any message to the mentioned addresses, the message will be considered received upon confirmation. If there is no confirmation, the message will be considered delivered on the second business day of sending. In case of change of e-mail address(es), the responsibility of providing information about this to the association rests with the relevant member of the association. Notices sent to the last address available to the Association shall be deemed received by the Member.
  • The party’s consent to use e-mail as the mode of communication and correspondence among the association’s members and its governing bodies. The e-mail addresses for this purpose are those specified in this statute or in the membership application form. It is the responsibility of association members to provide the association’s employees with their preferred email addresses for receiving correspondence. When sending any notifications to the specified email addresses, confirmation of receipt shall be considered as proof of delivery. If no confirmation is received, the notification shall be deemed delivered on the second working day following the sending date. In the event of any changes to the email address(es), it is the association’s responsibility to be informed by the respective member. Messages sent to the most recent email address in the possession of the association shall be regarded as received by the member.
  • The parties have entered into a mutual agreement acknowledging that electronic documents and electronic signatures, as explicitly defined in Article 3.8 of the Law of Georgia on Electronic Documents and Electronic Trust Services, shall possess identical legal efficacy for all signatories involved in this Charter/Founders’ Agreement, encompassing members of the association. In the context of interactions within the Association, the designated emails specified in this statute shall (or in an application form for a members) serve as means for electronic signatures or electronic documents.