ncadr

LEPL – “Ivane Javakhishvili Tbilisi State University”

Educational-Scientific Structural Unit of the University Importance

THE NATIONAL CENTER FOR ALTERNATIVE DISPUTE RESOLUTION

Charter

2011

Preamble

A national center for alternative dispute resolution (hereinafter „Center”) is to be established, developed, and operated based upon the decision made by the Academic Council and approved by the Representative Council of the LEPL – “Ivane Javakhishvili Tbilisi State University” (hereinafter „TSU“) and is derived from the initiative of and Memorandum of Understanding signed between TSU, South Texas College of Law (hereinafter „STCL“), and East-West Management Institute, Inc. and its program office, the Judicial Independence and Legal Empowerment Project in Georgia („EWMI”).

The mission of the Center is to foster dispute resolution law and practice in Georgia through education, research and service and to enhance practical, clinical and legal skills that develop critical legal thinking.

The Center, intends to accomplish its mission by educating all members of the legal community, all Georgian law students, and society at large in both the theoretical foundations and practical applications of dispute resolution policies and procedures, by advancing legal education throughout Georgia and by promoting dispute resolution policy and practice for the benefit of Georgian society in accordance with the charter of TSU.

Chapter I

General Provisions

Article 1

The Center is a non-political, educational-scientific structural unit of the university importance under TSU.
The official name of this Center: in Georgian, „სსიპ – „ივანე ჯავახიშვილის სახელობის თბილისის სახელმწიფო უნივერსიტეტის“ საუნივერსიტეტო მნიშვნელობის საგანმანათლებლო–სამეცნიერო სტრუქტურული ერთეული – დავის ალტერნატიული გადაწყვეტის ნაციონალური ცენტრი“, and in English, „LEPL – “Ivane Javakhishvili Tbilisi State University” Educational-Scientific Structural Unit of the University Importance – National Center for ADR”.
The Center may carry out its activities both in Georgia and beyond its boundaries.
The Center can run a bank account (sub-account).
The legal address of the Center is: 1 Ilia Chavchavadze Avenue, 0179 Tbilisi, Georgia.
The Center shall be entitled to have its own logo, emblem, flag and other identity attributes in compliance with Georgian legislation.
The Annex of this Charter constitutes an integral part of the Charter.

Chapter II

Principal Goals and Activities

Article 2

The principal goals of the Center are:

to foster dispute resolution law and practice in Georgia through education, research and service;
to enhance practical, clinical and legal skills that develop critical legal thinking.

Article 3

To achieve its goals, the Center shall:

deliver various types of educational programs for students and professors;
establish a Center website and/or other presences through Internet-based social media;
organize educational and research meetings, seminars, conferences and symposia, and support the publication of academic and practical papers in areas of ADR law;
advocate and/or cooperate with members of the legal community and governmental institutions to further develop Georgian legislation in the area of ADR;
support training and continuing professional education for professors and teachers;
implement various projects to improve the legal educational system;
develop draft laws and research papers related to legal education, the use and teaching of ADR, and legal skills training;
offers TSU administration various initiatives about the cooperation with different institutions of higher education, both within Georgia and outside.

Article 4

The Center may conduct any other activity that is not prohibited by the laws of Georgia and that serves the goals of the Center.

Chapter III

Initiators of the Center Founding

Article 5

The initiators of the Center founding are TSU faculty of Law, STCL, and EWMI.

Article 6

All initiators of the Center founding are represented on the Center Board of Directors. The initiators of the Center founding serve on the Board in an ex officio capacity. The initiators of the Center founding exercise their voting right through the Board of Directors.
Other entities may be equalized to the initiators of the Center founding if it does not conflict with the goals and objectives of the Center, based upon a unanimous decision of the Board of Directors.
A initiator of the Center founding, and an entity equalized to that has a right to withdraw from the Center by informing the Board of Directors of such a decision, in writing.

Chapter IV

Management of the Center

Article 7

The Center is managed by the Board of Directors, Executive Director, Academic Directors, and Advisory Board.

The Board of Directors

Article 8

1. The supreme governing body of the Center is the Board comprised of no less than 3 and no more than 7 members. A citizen of any country may be elected to the Board of the National Center for ADR. The Board members are elected for three year terms by the Board itself. A Board member may withdraw from the Board before his/her three years have passed by informing the Board of Directors of such a decision, in writing.

2. An initial three member Board of Directors will be formed by each member nominating one member to the Board. The decision to increase the size of the initial Board will be made by unanimous decision of the existing Board.

Article 9

The Board is authorized to:

a) elect and dismiss Board members, including new Board members, except for Board members representing the members;

b) appoint and dismiss the Executive Director or Academic Directors, execute an employment or other relevant contract with him/her and supervise his/her activities;

c) determine the authorities of the Board members and of the Executive Director or Academic Directors;

d) elect a Chair of the Board;

e) adopt/approve internal regulations of the Center based on the present Charter;

f) form honorary advisory council(s) and determine its (their) composition;

g) outline projects of the main policies, plans, programs and projects of the Center;

h) work out projects of the annual budget and the annual strategy, in order those to be approved by the due organ;

i) approve action plans, projects, financial and economic plans;

j) initiate the termination of the activities of, reorganization and/or liquidation of the Center;

k) decide on any other issue in relation to the National Center for ADR;

l) delegate its powers to the Executive Director or Academic Directors based on the decision of the Board, except for the issues listed in a), b), c), d), h) and j) above.

Board meetings are convened by the Chair of the Board as needed, but not less than once a year.
The composition of the initial Board is provided in Annex 2 to the Charter.
All decisions by the initial three members Board will be made by consensus.
The Board is quorate if more than ½ of its members are present at the meeting.
Decisions are made by consensus or by a simple majority of Board members present if consensus is not achieved.
The Board meeting may be held by meeting in person as well as by using various instruments of distance communication (i.e., Board members are “present” even if not physically attending the meeting).
Each member of the Board has one vote. The minutes of the meeting shall be made and signed by the Chair of the Board, or the Chair’s designee if the Chair is not present.
Convening a Board meeting is not necessary if more than half of the Board members agree in writing on an issue. In this case, the Chair of the Board (or the Chair’s designee if the Chair is not present) shall prepare and sign the decision of the Board. A decision made in this way shall enjoy the full legal validity.

The Executive Director and Academic Directors

Article 10

The Executive Director of the Center has principle responsibility for its day-to-day operations, while the Academic Directors of the Center have shared responsibility for its academic activities. The Executive Director and Academics Directors have joint representational authority on behalf of the Center, as further defined by the Board of Directors.
The Executive Director and Academic Directors of the Center are appointed by the Board of Directors for an indefinite period of time. The Board may dismiss the Executive Director or Academic Directors of the Center at any time based on its decision.
The Executive Director:

a) manages the day-to-day activity of the Center;

b) with the consent of TSU administration, represents the Center in relations with third parties, as defined by the Board;

c) work out the personnel schedule and nominates candidates for the center staff before the head of the administration of TSU;

d) ensures execution of the decisions adopted by the Board of Directors;

e) provides TSU administration with the initiatives to enter into agreements, issue Powers of Attorney, open and close accounts (sub-accounts) in banks in national and foreign currencies, signs financial and other documents;

f) carries out the decisions of the Board of Directors;

g) with the consent of TSU administration, manages the financial and other material resources of the Center and is responsible for its spending in accordance with the objectives of the Center;

h) reports to the Board of Directors on implemented activities upon request of the Board of Directors or one of its members;

i) exercises other functions based on the authority granted by the Board of Directors.

The Academic Directors:

a) are responsible for the implementation of the academic activity of the Center;

b) monitor the various academic programs and projects of the Center;

c) plan all types of academic events, including, for example, seminars, trainings, exchange programs, summer schools;

d) supervise legal clinical activity to be undertaken under the auspices and within the framework of the Center;

e) with the consent of TSU administration, represent the National Center for ADR in its relations with third parties, as defined by the Board of Directors;

f) ensure execution of the decisions adopted by the Board of Directors;

g) report to the Board of Directors on implemented activities upon the request of the Board or one of its members;

h) exercise other functions based on the authority granted by the Board of Directors;

i) carry out decisions of the Board of Directors, and exercise other functions based on the authority granted by the Board of Directors.

Chapter V

Advisory Board

Article 11

The Center shall form an Advisory Board.

The Advisory Board shall be a consultative body for the Center, and will be created by decision of the Board of Directors.
The Board of Directors shall invite members to join the Advisory Board, based on consensus or lacking consensus, a simple majority vote.
A legal person or citizen of any country may be elected to the Advisory Board.
The Advisory Board shall give recommendations only to the Board of Directors, relating to the process of developing the Center for ADR, its academic activities, or any matter that directly and/or indirectly serves the legitimate goals of the Center for ADR.
The number of members of the Advisory Board shall not be limited.

Chapter VI

Sources of Funding of the Center

Article 12

1. The source of the funding for the National Center for ADR can be any lawfully received funds, including:

a) contributions of the Founder and members;

b) donations and grants;

c) revenue from auxiliary activity;

d) other funds not prohibited by law.

The Center for ADR is not organized for profit, has no profit objective, and shall not pay dividends or make other similar distributions. None of the parties hereto intend or expect to make a profit by virtue of entering into or carrying out this agreement. All funds received by the Center for ADR shall be used to support its present or future programs.

2. Any revenue from the auxiliary activity of the Center shall be received by the center and be only used to achieve the goals of the Center.

3. Consistent with its Cooperative Agreement with the United States Agency for International Development, and following negotiation and agreement between EWMI and TSU, EWMI shall provide necessary financial and/or technical assistance aimed at supporting the Center’s operations and activities.

4. To ensure its long-term sustainability, TSU shall provide funding to the Center for ADR, which shall be allocated from the budget of the TSU Law Faculty.

Chapter VII

Reorganization and Liquidation

Article 13

The Center will be reorganized and/or liquidated in accordance with Georgian law.

Chapter VIII

Transitional and Final Provisions

Article 14

The Charter of the Center shall become effective upon the publication of the decision adopted by the TSU Representative Council.

ANNEX 1

Members of the Initial Board of the Center

At the time of registration of the Center, the members of the Board are: