B Y L A W S
Biosafety Association for Central Asia and Caucasus
These Bylaws has been developed in accordance with Georgian Legislation in force the Article 26 of the Chapter Two of the First Part of the Civil Code of Georgia, and it determines legal and organizational basis for establishing and activities of the non – governmental, non – commercial legal entity “Biosafety Association for Central Asia and Caucasus” referred below as “Association” or “BACAC”.
Chapter 1. General Provisions
Article 1. Determination and legal status of Association
1.1. Association is non-governmental not-for-profit organization, voluntary association of natural persons and legal entities.
1.2. Association is a legal entity in accordance with legislation of Georgia having separate property; it can conclude contracts sui juris, acquire interest and non-property rights and carry the duties, be plaintiff or defendant in judicial bodies.
1.3. Association has independent accounts, seal, stamps, headed note-paper; it may possess own logotype non-contradictive to legislation of Georgia. Association also may open operating and other accounts in banks of Georgia and other states.
1.4. Association uses all earning incomes for own development to accomplish its missions in accordance with goal determined by these Bylaws.
1.5. Association may have propertied buildings, structures, and other property necessary for material support of activities and organizations as well to be established in its expenses.
1.6. In accomplishing of its missions Association has a right to create other legal entities, to open branch and representative offices (including ones abroad), to form associations and societies, and to participate in their activities.
1.7 In accomplishing of its activities Association is guided by existing legislation of Georgia and these Bylaws.
1.8. In all cases non-stipulated in these Bylaws the regulations of Georgia and decisions listed below are valid;
1.8.1. Decisions made by Conference of members of Association;
1.8.2. Decisions made by President of Association in limits of his (her) competence.
Decisions of these bodies cannot contradict to existing legislation of Georgia and these Bylaws.
1.9. For analysis and accounting of financial and economic activity and state control the Association keeps accounting and statistic reporting in compliance with requirement of legislation of Georgia.
1.10. Legal capacity of the Association as a legal entity appears from date of registration in Justice Body in accordance with legally established procedure.
Chapter II. Association’s goal, missions, and principles of activities
Article 2. Goal of Association
2.1. The goal of BACAC is development and implementation of integral requirements on all aspects of biosafety during the manipulations with material (infected by pathogen microorganisms or suspected as infected) in conformity with international rules and norms; promotion to organization and development of biosafety as priority direction in assurance of safety of population and environment.
2.2. To achieve this goal the Association accomplishes the following missions:
2.2.1. Assists members of Association in expertise and other assessments, development of standards, regulations, methods, manuals, recommendations, programs, and legislation drafts, harmonized with international requirements;
2.2.2. Promotes development of research and science and technology potential of facilities and methods used in biosafety and biosecurity in various areas; practical implementation of up-to-date means of medical-biological safety; intergovernmental and international cooperation in area of biosafety and biosecurity;
2.2.3. Represents and protect rights and legal interests of members of Association in relations with governmental bodies, local authorities and other organizations;
2.2.4. Coordinates activities of members of Association; strengthens scientific and technical basis of Association;
2.2.5. Resolves disputes and conflicts between of members of Association; renders legal assistance to members of Association;
2.2.6. Promotes the recognition of biosafety as separate scientific discipline in area of microbiology and infection pathology. In proper time makes specialists familiar with biosafety standards (existing in each country and on international level) and with their changes and possible add-ins;
2.2.7. Coordinates development of modern rules of biosafety taking into account the international standards in area of microbiology, laboratory diagnostics, virology, parasitology, and epizootology of infectious diseases;
2.2.8. Promotes popularization, advocates and advertises international biosafety rules and norms in areas of bacteriology, virology, parasitology, clinical presentations and preventive measures in infectious diseases, decontamination methods and facilities;
2.2.9. Develops integral programs for training of specialists on a basis of international standards of biosafety;
2.2.10. Performs personnel training on courses of specialization and skill improvement, creates working places in laboratories and research centers dealing the biosafety issues and rules of manipulations with pathogen microorganisms;
2.2.11. Develops and strengthens the links with scientific societies and Associations on other medicine specialties and adjacent fields of science and technology cooperating on biosafety problems;
2.2.12. Calls and organize conferences, symposia, seminars, training cycles/courses, and schools of young specialists;
2.2.13. Becomes as expert in solution of disputable professional problems;
2.2.14. Develops problems of biosafety at analysis and prognosis of epidemic situations at given territories and at implementation of sanitary protection of borders;
2.2.15. Forms editorial staffs and councils to be established in the framework of activity of Association, determines the editorial policy, organizes editing and pre-publishing of proceedings of conferences, symposia, and other events, recommends for publishing of transactions of Association’s members;
2.2.16. In the framework of its activity establishes self-sustaining research centers, short-term creative teams on development of scientific and technologic products on contractual basis (including with foreign partners);
2.2.17. Puts own assets and donor’s funds up to projects based on cooperation with foreign organizations and firms; invests building of research, education, and production facilities in expense of Association;
2.2.18. Establishes joint stock companies and other organizations or takes their shares if their activities closely agree with goal and missions of Association;
2.2.19. Acquires, alienates, rents and leases movable and immovable;
2.2.20. Recommends existing and newly opened labs to use new methods for their maintenance in conformity with international biosafety standards;
2.2.21. Sends its teams (inland and abroad) and receive foreign specialists to solve problems related to activities of Association;
2.2.22. Supports members of Association in achievement of their mutual interests through methodical guidance and professional growth.
2.3. Association may carry on business if only it corresponds to by-law goal. Incomes of business cannot be shared between members of Association and should be allocated to achieve by-law goal.
2.4. Activities of Association shall be performed in strict correspondence with regulations in licensing and permission giving order established by legislation of Georgia.
Article 3. Principles of activities of Association
3.1. Membership in Association does not apply any restrictions on its members in their activities.
3.2. Association is guided in its activities by the following principles:
3.2.1 voluntary membership;
3.2.2. freedom to leave Association;
3.2.3. non-intervention to activities of members of Association;
3.2.4. implementation of decisions made by Association Conference is obligated for all its members if these decisions do not contradict with norms of existing legislation and these Bylaws;
3.2.5. non-intervention to activity of political parties since Association is non-governmental, apolitical organization;
3.2.6. keeping to openness principles and free access to information;
3.2.7. acts on non-commercial basis. Incomes earned from business cannot be shared between members of Association and should be allocated to achieve by-law goal and missions of Association or for charity.
Article 4. Legal name of Association
4.1. Legal name of Association:
— full name in official language: “centraluri aziisa da kavkasiis biousafrTxoebis asociacia”.
short name: “cakba”.
— full name in English: Association of legal entities «Biosafety Association for Central Asia and Caucasus»
short name: «BACAC».
Chapter III. Membership IN ASSOCIATION
Article 5. Membership of Association
5.1. Association extends its activity on all participating countries where works are performed with usage of pathogen microorganisms; however it is opened for membership or other partnership for any organizations having interests in area of biosafety.
5.2. Membership of Association is opened for any natural body, commercial or not-for-profit organization recognizing these Bylaws and decisions of governing bodies of Association and implementing activities corresponded to goal and missions determined by these Bylaws.
5.3. Enrollment to Association and leaving from it is under of competence of Executive Committee (EC) on a basis of application signed by candidate or member.
5.4. Admission of new member or collective of Association is implemented by executive body of Association on a basis of application. Application should contain paragraph on recognition of Bylaws of Association.
5.5. Applicant shall pay entrance fee for 45 days from decision on membership.
5.6. Candidate shall be affiliated as a member of Association and shall receive the corresponding certificate after payment of entrance fee.
5.7. Member of Association may be discharged from Association on decision of the Conference for violation of Bylaws and other actions inconsistent with membership in Association.
After discharge or leave ex-members of Association cannot use logo, symbols, and other attributes of Association.
Article 6. Responsibility of Association and its members
6.1. Association is liable for its obligations with its own property.
6.2. Association is not liable for obligations of its members.
Article 7. Rights of Association’s Member
Member of Association has the following rights:
7.1. to elect and to be elected to governing bodies of Association;
7.2. to introduce suggestions on issues of Association’s activities into consideration of governing bodies of Association, to participate in discussions of these suggestions at conferences, symposia, meetings, workshops, and sessions of governing bodies of Association;
7.3. to take part at all events of Association; to obtain necessary information on Association’s activities,
7.4. to support recommendations for candidates interested in membership in other public organizations (medicine, ecology, etc.);
7.5. to obtain the Association member certificate of unified format to be approved by EC;
7.6. to leave Association and any time with written notice addressed to EC not later than one month period.
Article 8. Duties of Association’s Member
Member of Association has the following duties:
8.1. to keep statements of these Bylaws and existing legislations;
8.2. to implement decisions of Association’s bodies;
8,3, to pay entrance and membership fees;
8.4. to render assistance and support Association in achievement of its goal;
8.5. to stand up for implementation of Association goals and to initiate them.
Article 9. Membership Fees
9.1. All collective members of Association pay entrance and membership fees in GEL or in USD in amount equivalent to $100.
9.2. All individual members of Association pay entrance and membership fees in KZT or in USD in amount equivalent to $20.
9.3. After discharge or leave ex-members of Association are not refunded with their entrance and membership fees.
Article 10. Relations between Association and the State
10.1. Association is not liable for obligations of state, and state is not liable for obligations of Association with the exception when Association or state assumes these obligations.
10.2. Association is independent in decision-making and implementation of these decisions if they are non-contradictive with existing legislation of Georgia.
Chapter IV. Organization structure, order of formation and competency of governing bodies of Association
Article 11. Bodies of Association
Bodies of Association are:
11.1. Supreme body is a Conference of Association members;
11.2. Executive body is Executive Committee headed by President;
11.3. Control board is Auditing commission.
Article 12. Conference of Association’s Members
12.1. Supreme body of Association consists of plenipotentiaries of members of Association, and natural bodies and legal bodies, or their authorized representatives, members of the Association, participate in it.
12.2. In voting each member of Association has one vote.
12.3. Any member of Association may authorize another member to represent his (her) interests at Conference by proxy to be shown to President.
12.4. Conference shall be convened at least once every year. Extraordinary Conferences are convened on initiative of executive body or upon request of 2/3 members of Association.
Procedure of election and electoral quotient of Conference delegates are determined by executive body of Association.
Conference is recognized as law competent when 2/3 of members are present. Conference makes decisions on any issue of Association activity.
12.5. There are the following issues under exclusive competence of Association:
12.5.1. approval of Association’s Bylaws and its changes and add-ins;
12.5.2. change of entrance and other fees;
12.5.3. description of competence, organizational structure, order of formation and termination of authorities of Association bodies including the appointment and discharging (before the appointed time) of authorities of President, Vice-presidents, members of Executive Committee, and Auditing Commission of Association;
12.5.4. approval of reference directions and action programs;
12.5.5. determination of order and periodicity of submission of financial reporting of executive body, as well the control order of Auditing Commission and approval of their results;
12.5.6. approval of cost estimates for current fiscal year of members of Association, and entry of changes to it (budget of Association);
12.5.7. approval of annual report and balance sheet of Association;
12.5.8. consideration of applications to membership or/and dismissal from members of Association, consideration of appeals from members of Association;
12.5.9. decision-making about participation of Association in creation of other legal entities, as well as about establishing of branches and representative offices of Association;
12.5.10. decision-making about re-organization or liquidation of Association, assignment of liquidation commission, approval of liquidation balance.
12.6. Decisions of Association are accepted on resolution of its participants through secret or open vote with simple majority of votes.
Article 13. Order of conferencing and decision-making of Conference
13.1. Notices about convening of Conference are submitted to members of Association not later than for 30 (thirty) days before the date of Conference. Notices can be submitted through registered letter, telegram, courier, or facsimile copy.
13.2. Agenda is formed by executive body or/and Auditing Commission. Any member of Association has right to enter to agenda any issue for decision within the Conference. This issue shall be announced for entry to agenda not later than for 10 (ten) days before the date of Conference. Agenda can be changed easily at Conference, if this change will be approved by members having more than ½ of votes.
13.3. Chairperson of Conference shall be President or another person elected by Conference. Secretary of Conference shall be elected also by Conference.
13.4. Decisions are accepted with simple majority of present members, however on issues of membership, amount of fees, registration or liquidation of Association the approval from 2/3 of all members of Association is necessary.
13.5. In case of issue of dismissal from members of Association this person does not participate in voting.
13.6. Voting by proxy is eligible through submission of voting papers directly to members of Association.
13.7. Minutes are kept by Chairperson of Conference or another elected person.
13.8. Minutes are prepared not later than for 3 (three) days from the date of Conference and are signed by Chairperson, Secretary and two members of Association (or more).
13.9. Minutes of Conference are paginated, filed in Minutes Book, and kept by President of Association. Any member of Association can acquaint with Minutes Book any time.
13.10. Participants of Conference who are disagreed with made decision has right to put their special opinion into Minutes.
Article 14. Executive office
14.1. Between Conferences the governing body of Association is Executive Committee to be determined in quantity by Conference.
14.2. President and Vice-president, and representatives of those countries which are not presented on leading positions are included to Executive Committee.
14.3. Executive Committee and other bodies of Association are elected for a term of 2 (two) years. President and Vice – Presidents must be elected on the basis of rotation among BACAC member countries.
14.4. Executive Committee:
14.4.1. guides the activity of Association in period between Conferences;
14.4.2. organizes the implementation of Conference decisions;
14.4.3. determines and approves the structure and staff of Association;
14.4.4. coordinates and promotes the activities of Association branches;
14.4.5. enter suggestions to Conference on changes in Association Bylaws correspondingly to changes of legislation;
14.4.6. solves other issues non-coming within exclusive competence of Conference.
14.5. Executive Committee is elected by voting at the Conference of BACAC members. Each Member State nominates candidates for election in Executive Committee. Elected Executive Committee elects BACAC President and two Vice – Presidents by voting, with simple majority.
Article 15. President and Vice-president of Association
15.1. President of Association leads the executive body implementing goal and missions of Association; he (she) guides the structural divisions of Association and provides implementation of Conference decisions. President with his (her) directive may delegate some his (her) authorities to Vice-presidents.
15.2. President of Association is elected for a term of 2 years;
15.3. President of Association represents Association in governmental, public and other organizations in participating countries and abroad;
15.4. President of Association concludes contracts and other legal deals;
15.5. President of Association opens bank accounts;
15.6. President of Association issues power of attorney with power of substitution;
15.7. President of Association hires and fires the regular employees of Association; manages the property of Association;
15.8. President of Association makes decisions on convening, dates and place of EC meeting and of extraordinary Conferences notifying members of EC about these decisions.
15.9. At absence of President of Association or according to his (her) behalf his (her) functions can be temporarily lay on Vice-president.
15.10. Vice-president is elected for a term of 2 years; he/she included to EC on duty-bond and fulfill his/her duties delegated by the President of Association.
Article 16. Working languages of Association
16.1. Working languages of Association are Georgian, English, and Russian.
16.2. All documentation of Association is kept on one of its working languages. Selection of language used in documents is determined in that way only to deliver content of document to users without difficulty. For international collaboration English language is used.
Article 17. Auditing commission
17.1. Auditing commission is elected in quantity to be determined by Conference from those members of Association who are not included to EC.
17.2. Auditing commission controls financial and economic activity of Association and its structures, verifying cash and bookkeeping, property and reporting of Association, and observance of Bylaws statements by members of Association at least once every year.
17.3. Auditing commission enters suggestions (within its competence) on improvement of activities of EC and President of Association, Head of branch office and reports its notes about shortcomings at Conference or meeting of branch office.
Article 18. Terms of activities of Association
18.1. Terms of activities of Association are not limited.
Chapter V. Property and ASSETS OF Association
Article 19. Sources of property formation of Association
19.1. Association may have property: buildings, structures, housing resources, equipment, office equipment, and other property, funds and shares, other securities, which are necessary for material procurement of Bylaws activities.
19.2. Association may also have in its property publishing houses, other enterprises, and charities to be created in expense of Association in conformity with goal and missions and existing legislation.
19.3. Property of Association is formed in expense of:
19.3.1. entrance and membership fees of members of Association;
19.3.2. money and property donated by members of Association upon decision of its governing bodies and other organizations to implement some projects of Association and to perform joint events;
19.3.3. voluntary material contributions and donations from legal entities and individuals (including foreign ones);
19.3.4. dividends (incomes, interests) to be received on shares, loan securities, other securities, and deposits;
19.3.5. incomes from sales of commodities and services in accordance with cases established by legislation;
other legal sources according to legislation of Georgia.
19.4. Association uses its property only to achieve goal and missions. Order of expenditures of Association shall be described in costs estimates to be approved by Conference.
19.5. Incomes from production activity and economical activity of Association and its branch offices shall be used only to implement Bylaws missions.
19.6. Usage of these assets for charity is eligible.
Article 20. Location of Association
20.1. For legal address of Association is recognized the location of its permanent acting body: Georgia, Tbilisi, 0119, S. Metreveli St., 18.
20.2. Association implements its activities on the territory of Georgia and all countries — members of Association.
20.3 Electronic address of the association is email@example.com.
Chapter VI. Reorganization and discontinuance of Association
Article 21. Conditions for reorganization and discontinuance of Association
21.1. Discontinuance of Association shall be performed through reorganization (merge, take-over, splitting up, detachment) or liquidation.
21.2. Reorganization and liquidation of Association shall be performed upon decision of Conference and shall be valid if it was voted by not less than ¾ of members participating at Conference.
21.3. Liquidation of Association shall be implemented in established order by liquidation commission to be formed by Conference.
21.4. Activity of Association can be discontinued also by other legal reasons.
21.5. Property of Association after creditor claims settlement shall allocated to goal stipulated by these Bylaws.
21.6. Liquidation of Association shall be recognized as completed, and Association shall be discontinued after the corresponding record in the state register of legal entities.
Chapter VII. Changes in constitutive documents
Article 22. Order of corrective actions in constitutive documents
22.1. If any of the statements of these Bylaws becomes invalid because of changes in legislation of Georgia, then it shall be substituted with valid one (in legal sense) since it will not affect the other statement of Bylaws.
22.2. Upon decision of Conference these Bylaws may be changed, added, and corrected through new editing of Bylaws or through compilation of Attachments to Bylaws followed by the registration of these changes in authorized bodies in accordance with established procedure.
Chapter VIII. Branch and representative offices
Article 23. Statement on Branch and representative offices
23.1. Association may create and oped branch and representative offices on territory of Georgia and abroad in accordance with legislation of Georgia.
23.2. Branch and representative offices to be created will not consist legal entities.
23.3. Association provide them with property and develops and approves Policy regulating their further activity; their property shall be accounted on the separate balance and on balance of Association.
23.4. Branch and representative offices shall be registered in accordance with existing legislation.
Article 24. Founding Parties of the Association
24.1. Founding Parties of the Association are:
- Non – governmental not-for-profit Organization “Georgian Biosafety Association” – registered 03.12.2009 by the National Agency of Public Registry of Georgia, ID Code 205293779. Legal Address: Georgia, Tbilisi, 0177, M. Asatiani St., No 9. Official Representative – President: citizen of Georgia Giorgi Kvesitadze. —
- “ABTA” Ltd. – registered 13.01.2009 by the Office of State Registration of Commercial Juridical Persons of the Taxes Department of Baku City of Azerbaijan, ID Code 1300997741. Legal Address: Azerbaijan, Baku, 1030, Nizami District, Babek Av., block 2360.. Official Representative – President: citizen of Azerbaijan Republic Gurbanov Shair Khalig.
- “ФАТХ” Ltd.– registered 13.01.2009 by the Register of Legal Bodies of the Republic of Tajikistan, ID Code 0410018006. Legal Address: Republic of Tajikistan, Dushanbe, Sino District, I. Somon St., No. 77/3. Official Representative – Director General: citizen of the Republic of Tajikistan Mastulov Ali Sjomakh.
- Public Organization “Armenian Association of Public Health” – .– registered 12.07.2006 by the State Register of the Republic of Armenia, ID Code 39199868. Legal Address: the Republic of Armenia, Yerevan, 1030, Demirchyan St., No. 31. Official Representative – Executive Director: citizen of the Republic of Armenia Ashot Davidyants.
Article 25. Members of the Executive Board of the Association
25.1. Members of the Executive Board of the Association are:
- Lela Bakanidze, citizen of Georgia. Born 09.10.1957 in Tbilisi, Georgia. Address.: Georgia, Tbilisi, S. Metreveli St., No. 18, P/N 01009004389.
- Farida Tishkova, citizen of the Republic of Tajikistan.
- Ashot Davidyants, citizen of the Republic of Armenia
- Sadraddin Gurbanov, citizen of Republic of Azerbaijan.
Article 26. President and Vice-Presidents of the Association
26.1. President of the Association is:
Lela Bakanidze, citizen of Georgia.
26.2. Vice-President of the Association are:
Farida Tishkova, citizen of the Republic of Tajikistan.
Ashot Davidyants, citizen of the Republic of Armenia