Charter (Eng)

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1.1 The "Armenian Photographers" National Association" public organization (hereinafter referred to as the Organization) is a non-profit organization in which individuals have united in accordance with the procedure prescribed by law, based on the commonality of their interests, in order to satisfy their non-religious, spiritual and other non-material needs, to protect their and others' rights and interests, to provide material and non-material support to individual groups of society, and to carry out other activities of public benefit.

1.2 The Organization operates on the basis of the Legislation of the Republic of Armenia, international treaties of the Republic of Armenia and this Charter.

1.3 The principles of the Organization's activities are legality, voluntariness, equality of rights, self-government and publicity.

1.4 The Organization operates throughout the territory of the Republic of Armenia and in foreign countries in accordance with the legislation of those states corresponding.

1.5 The full name of the organization in Armenian is: "Armenian Photographers" National Association" Public Organization.

1.6 The location of the organization is: RA, Yerevan, Vardanants 22 st., apt. 149, phone: (+37410) 57-31-14, (+37491) 54-78-94, e-mail: apna.armphotographers@gmail.com.

2.1 The object and goals of the organization’s activity are, in accordance with the legislation of the Republic of Armenia:

• To support the development of photography in the Republic of Armenia.

• To unite Armenian photographers and persons interested in photography in the Republic of Armenia and abroad.

• To represent the rights and interests of the Organization’s members in other state and international instances.

• To establish ties with similar international, local and foreign organizations, with the prospect of cooperation in specialist exchange programs.

• To promote comprehensive information about photography through publishing activities.

• To involve the youth of the republic in various cultural and educational events.

• To organize republican, international and pan-Armenian festivals, exhibitions, seminars and conferences.

• To establish close ties with the media for the purpose of publishing and publishing aesthetically valuable photographs taken by members of the public organization.

• Appropriate registration and accounting of the works of the organization's members for the purpose of later establishing copyrights.

• To form the most authoritative artistic council in the field of photography from experienced masters of photography.

• To provide expert opinions in the field of photography to various organizations, in accordance with their application.

• To carry out other activities arising from this charter and not prohibited by the legislation of the Republic of Armenia.

3.1 In accordance with the procedure established by law, a photographer who is a citizen of the Republic of Armenia who has reached the age of 18, as well as a foreign citizen, who wishes to participate in its activities, accepts the Charter of the Organization and meets the high requirements of the organization, may become a member of the organization.

3.2 Each candidate for membership is obliged to submit documents confirming the following:

a/ the presence of a unique author's style in the field of photography, its own methodology or concept, etc.,

b/ documentary evidence of a significant contribution to culture and art, as well as outstanding achievements in the field of photography (presence of awards from national and international photography competitions, state awards),

c/ confirmation of at least five years of professional or creative activity in the field of photography (solo exhibitions, active participation in group exhibitions both in the Republic of Armenia and abroad, active participation in the jury of various professional competitions, curatorial, educational or public activities, conducting master classes, publishing its own books, albums or author's projects),

d/ provision of three or more original works for consideration by the Organization's Council,

e/ other documents confirming the candidate's national recognition and high professional level.

3.3 A person wishing to become a member of the Organization shall fill out an application for membership in the Organization, attaching all the documents specified in paragraph 3.2, and shall submit a written application to the Executive Body of the Organization, the President, who in turn shall forward it to the Board for consideration (hereinafter referred to as the Board).

3.4 The Board shall decide on the issue of admission to membership in the Organization.

3.5 A person admitted to the Organization shall be free to withdraw from the Organization. Removal from membership in the Organization shall be by decision of the Board.

3.6 A member of the Organization who, if determined by the Board, does not pay the membership fee for six consecutive months shall be removed from membership by decision of the Board. His/her re-admission to membership shall be carried out on a general basis.

4.1 A member of the Organization has the right to:

a/ elect and be elected to the governing bodies of the Organization;

b/ attend the Meeting in person;

c/ use the services of the Organization free of charge in accordance with the procedure established by the Board;

d/ familiarize themselves with the minutes of the Organization's bodies, receive copies of the decisions they have made;

e/ appeal the decisions of the Organization's bodies to a higher authority or in court. The appeal of the decisions of the executive body by a member of the Organization is carried out by submitting a corresponding application to the Assembly. The application is considered by the Assembly. The application can also be considered in absentia,

f/ to request information from the Organization, receive copies of documents on amendments to the Organization's Charter, minutes of the Organization's bodies, decisions, funds received from property management, as well as to receive a copy of the conclusion of an independent auditor who audited its financial statements, which relate to the last 3 years,

g/ to freely leave the Organization according to his application,

h/ to participate in events organized by the Organization.

4.2 A member of the Organization is obliged to:

a/ take care of the Organization's reputation.

b/ to fulfill the requirements of the Organization's Charter, decisions of the governing bodies.

c/ to pay the entrance fee and monthly membership fee, if established by the Board, the amount and procedure for payment of which are determined by the Board.

d/ to conscientiously fulfill the duties assigned to him.

4.3 The Organization's Assembly or Board may apply disciplinary measures to a member who violates the Organization's charter, rules of conduct, or fails to fulfill his or her duties: reprimand, deprivation of awards granted by the Organization, and membership in the Organization.

5.1 The organization is a legal entity from the moment of state registration.

5.2 The organization has separate property, an independent balance sheet, a seal in Armenian, Russian and English languages and a symbol, an imprint, a bank account in the Republic of Armenia and foreign currency, can acquire property and personal non-property rights and bear obligations on its behalf, act as a plaintiff and defendant in court.

5.3 The organization’s symbol is presented as an official stamp, the basis of which is an oval image resembling a human eye. It is symmetrically divided into two parts: in the left part - two black and one white segment in the center, and on the right - two white and one black segment in the center, which forms a mirror-like parallelism. In the upper part, above the eye, an arched image of a photographic film is depicted as a symbol of photography. The left part of the symbol is white, and the right is black. Below the main logo is the international abbreviation of the name - APNA, and below it is the Armenian version - HLAA.

5.4 The organization independently determines its organizational structure, tasks, objectives and forms of activity.

5.5 In order to implement the goals and objectives stipulated by its charter, the organization has the right, in accordance with the procedure established by law:

a/ to disseminate information about its activities.

b/ to establish media outlets.

c/ to organize peaceful, unarmed meetings, rallies, marches and demonstrations.

d/ to represent and protect the rights and legitimate interests of its members in other organizations, in court, in state and local self-government bodies.

e/ to carry out entrepreneurial activities personally or through economic companies established by it.

f/ to acquire, lease and use real estate, vehicles, other property not prohibited by law in accordance with the procedure established by law.

g/ to alienate or transfer for lease or free use any real estate and movable property belonging to the Organization.

h/ to conclude contracts and other transactions not prohibited by law.

i/ to independently organize and manage its financial resources, including by attracting borrowed funds, to receive loans and grants in the Republic of Armenia and other countries, including in foreign currency.

j/ to carry out independent foreign activities, including to conclude agreements with foreign non-commercial and non-governmental organizations, to join international public organizations, to send its members and other persons to foreign countries, to invite citizens of other countries, to create separate subdivisions in foreign countries in accordance with the legislation of those countries.

k/ to exercise other rights prescribed by law.

6.1 The organization is obliged to:

1) maintain records of its members and volunteers.

2) undergo a mandatory audit, if provided for by law.

3) notify the RA State Register of Legal Entities Agency (hereinafter referred to as the Agency) of its address, if it has an official website.

4) Upon a reasoned request of the State Revenue Committee to verify compliance with the requirements of the Law "On Public Organizations", provide it with copies of decisions of its management bodies or other documents on its activities within a reasonable period.

5) Upon the request of a member of the organization, no later than five working days after the date of receipt of the request, provide him with the opportunity to familiarize himself with the Charter of the Organization, other constituent documents, and decisions of the meeting, or provide it to the applicant in paper or electronic form within five working days after the date of receipt of the request. A fee may be charged for providing the information and documents specified in this clause, which may not exceed the costs incurred for providing them.

6) In cases of amendments to the organization's charter, as well as reorganization or liquidation, apply to the Agency in accordance with the procedure prescribed by law.

7) Submit annual reports on its activities and use of property for approval by the executive body of the Organization, ensuring the publicity of these reports.

8) Perform other duties prescribed by law.

7.1 The governing bodies of the Organization are:

• The Meeting of Members, as the supreme body,

• The Council, as the collegial management body,

• The President, as the executive body of the Organization.

7.2 The right to finally resolve any issue of the Organization’s activities and management belongs to the Meeting, the supreme body of the Organization.

7.3 The regular meeting of the Organization is convened once every five years.

The meeting is convened by the President, in the form of a joint meeting of members or remotely, using telecommunications means, drawing up appropriate minutes. The President determines the day, time and place of the meeting, as well as the preliminary version of the meeting agenda and notifies the members and structures of the Organization about this no later than 20 days in advance by registered letter or electronically or through mass media or in other ways prescribed by law.

7.4 An extraordinary meeting of the Organization is convened by the President or at least one third of the members of the Organization, by the President.

7.5 The Extraordinary Meeting of the Organization shall be convened no later than 5 days after the above-mentioned initiative. The participants of the Meeting shall be notified of the time and place of convening the Extraordinary Meeting at least 5 days before the date of holding the Extraordinary Meeting.

7.6 The minutes of the Meeting shall be signed by the Chairman of the Meeting (chairman of the sessions) and the Secretary.

7.7 The minutes of the Meeting shall be kept for five years.

7.8 The issues of exclusive competence of the Meeting shall be:

a/ Making amendments or additions to the Charter of the Organization, as well as approving the Charter in a new edition.

b/ Election of members of the Board of the Organization from among the members of the Organization and early termination of their powers.

c/ Creation of another legal entity, adoption of decisions on the participation of the Organization in other organizations.

d/ Approval of the structure of the Organization.

e/ Election of the Chairman of the Executive Body of the Organization and early termination of powers.

f/ Suspending the action of decisions that contradict the requirements of the legal acts and the charter of the Organization's bodies.

g/ Adopting decisions on the liquidation and reorganization of the Organization.

h/ Approving the annual reports on the activities and use of the Organization's property approved by the executive body every five years for the years preceding the convening of the Assembly.

7.9 The Assembly may discuss issues and make decisions if more than half of the Organization's members participate in it. When discussing issues, decisions are made by a simple majority of votes of all members.

7.10 The Board is elected by the Assembly for a five-year term. The Organization's Board consists of active professionals in the field of art and photography who have proven their abilities at the national and/or international level. The members of the Council may be curators of leading galleries of the Republic of Armenia and foreign institutions, art critics, art historians, renowned photographers and professors of specialized universities, whose professional projects, scientific research and creative works have been highly appreciated at international exhibitions, biennales and prestigious professional publications. The members of the jury of prestigious photography competitions, authors of monographs and expert publications, specialists with experience in the field of cultural policy formation, exhibition selection, as well as in the assessment of the artistic value and originality of works of art may also become members of the Council.

The Council carries out its work in the form of sessions, which are convened by the President of the Organization no later than once every six months. A session of the Council may also be convened at the request of 20% of the Organization’s members, two members of the Council.

7.11 The Council:

a/ approves the reports of the President of the Organization, including the report submitted to the Assembly.

b/ submits proposals to the Assembly on issues within its exclusive jurisdiction.

c/ admits members of the Organization and dismisses or expels them from membership.

d/ applies incentives and penalties to members of the Organization.

e/ awards the title of Honorary Member of the Organization to renowned and gifted photographers, benefactors and those persons who have contributed to the development and advancement of the Organization.

f/ manages the activities of the Organization in the period between meetings.

g/ determines the procedure, amounts and forms of payment of entrance fees and membership fees by members of the Organization.

h/ adopts decisions on the establishment and liquidation of separate subdivisions or institutions of the Organization, as well as approves their charters.

i/ determines the procedure and conditions for the remuneration of the executive body of the Organization.

j/ approves the organization's strategy, if it plans to have one.

k/ exercises other powers stipulated by law or the Organization's Charter.

7.12 The Council may discuss issues and make decisions if more than half of its members participate in it. The decisions of the Council are adopted by a simple majority of votes. In case of equality of votes, the vote of the President is decisive.

7.13 The executive body of the Organization is the President of the Organization.

7.14 The President of the Organization is elected by the Assembly for a term of five years.

7.15 The powers of the President include all issues related to the management of the Organization's current activities, as well as ensuring the activities of the Organization's governing bodies.

7.16 The President of the Organization:

a/ ensures the implementation of the decisions of the Assembly and the Council.

b/ manages and administers the Organization's property of any type and size, including financial resources, concludes transactions on behalf of the Organization.

c/ represents the Organization in the Republic of Armenia and in foreign countries.

d/ issues powers of attorney.

e/ opens the Organization's settlement (including foreign currency) and other accounts in banks.

f/ issues orders, instructions, gives mandatory instructions for execution within the limits of his authority and monitors their implementation.

g/ approves the Organization's staff list and annual expense budget.

h/ approves the internal documents regulating the Organization's activities, including the internal disciplinary and other rules of its separate subdivisions and institutions.

i/ approves the reports of the Organization, as well as its bodies.

j/ approves the annual reports on the activities and use of the Organization’s property for the years preceding the convening of the Meetings, which it submits to the Meeting and the Council for approval once every five years,

k/ exercises other powers vested in it by law and the Charter of the Organization.

l/ manages the work of the Council and conducts its sessions; represents the Organization without a power of attorney.

7.17 The President, when exercising his powers, acts on behalf of the Organization without a power of attorney.

7.18 The President bears responsibility provided for by law for failure to comply with or improper fulfillment of the requirements of laws, other legal acts, the Charter of the Organization, decisions of the Meeting or concluded contracts.

7.19 The Executive Secretary of the Organization is elected by the Council for a term of five years.

The Executive Secretary organizes the entire administration of the Organization, the collection of membership fees, if established, maintains the registration of members, organizes the holding of sessions of the Organization’s bodies, and carries out other assignments given by the President of the Organization and the Council.

8.1 The property of the Organization is the property of the Organization.

8.2 The Organization may have real estate, vehicles, equipment, funds, securities and other property not prohibited by law as property. A member of the Organization does not have a share right to its property.

8.3 The sources of formation of the Organization's property may be:

• Entrance fees, membership fees, monetary and material contributions of the Organization's members.

• Loans received from banking institutions.

• Grants.

• Charitable investments, donations from citizens and organizations.

• Money transferred by economic companies established by the Organization.

• Other income not prohibited by the legislation of the Republic of Armenia.

8.4 The property of the Organization is under the protection of the Republic of Armenia.

8.5 The property of the Organization may be confiscated only by a court in accordance with the procedure prescribed by law.

8.6 The Organization’s funds may be used only for organizational expenses and the implementation of the goals and objectives set forth in the Charter.

8.7 Persons included in the Organization’s governing bodies and the Organization’s staff may be remunerated by the Organization if their permanent place of work is the Organization. The amount of remuneration for the said persons shall be determined by the Board.

9.1 The Organization, in accordance with its charter, may join international and foreign non-commercial organizations and have other international relations.

9.2 The Organization, in accordance with its charter, may establish separate subdivisions in other countries in accordance with the procedure established by the legislation of those states, unless otherwise provided for by international treaties of the Republic of Armenia.

10.1 The Organization may be liquidated by decision of the Meeting or a court. The Meeting shall form a liquidation commission and shall determine the procedure and terms of liquidation in accordance with the procedure prescribed by law. In the event of liquidation of the Organization, the remaining property after satisfying the creditors' claims shall be directed to the purposes specified in the Organization's charter; in case of impossibility of this, the funds shall be transferred to the state budget, and other property shall be transferred by ownership right to the Republic of Armenia, represented by the Government, except for cases prescribed by law.

10.2 The Organization may be reorganized by decision of the Assembly or, in cases prescribed by law, by decision of the court, in accordance with the procedure prescribed by law.