Non-entrepreneurial (non-commercial) legal entity Tbilisi Development Fund Charter Article 1. General Provisions 1.1. Non-entrepreneurial (non-commercial) legal entity full name: In Georgian: Tbilisis Ganvitarebis Fondi (hereinafter - the Fund); in English: "Tbilisi Development Fund". 1.2. The fund is non-entrepreneurial (non-commercial) legal entity of the private law by Civil Code of Georgia, whose purpose is not entrepreneurial activities. It is acquiring the status of a legal entity from the moment of its state registration and during accomplishment of the statutory tasks it is governed by the Constitution of Georgia, the Civil Code of Georgia, other legislative acts, the present Charter and international legal norms. 1.3. The fund has an independent balance sheet, stamp with their own name, and identification number, private property, current and other accounts (including foreign currency) with the banking institutions. 1.4. The Fund is authorized to be unified together with other public associations of citizens on an equal basis in unions, social movements, scientific-technical and other societies. 1.5. Fund has the right to establish branches (representative offices), commercial and noncommercial legal entities, as well as to carry out supporting commercial activities as established by law. 1.6. The Fund may have a direct international contacts with physical and legal entities of other countries, to enter with them in the respective agreements, deals, contracts, memoranda, to take part in those activities which do not contradict the current legislation of Georgia, follow the Fund's founder instructions, these statutes, and outlined objectives. 1.7. The financial year is the calendar year. 1.8. The Fund is independent from the status of its founders, as well as the management and of persons with power of representation and is not responsible for their obligations as they are not responsible for the obligations of the Fund. Fund s liability is limited only by his property. 1.9. The fund has in ownership private property, which is managed and consumed according to its intended purposes, to achieve its goals. The Fund has the right to be a party to the transaction, to acquire property and personal non-property rights, pledge obligations, act as a plaintiff and a defendant in court or arbitration. 1.10. The Fund is established for an indefinite period, and its activities are carried out in the territory of Georgia as well as abroad.
1.11. Fund s legal address: Georgia, Tbilisi, Brothers Zubalashvili str. # 48. Article 2. The objectives of the Fund. Activities 2.1. Aims of the Fund are as follows: 2.1.1. Elaboration of strategy for the purpose of rehabilitation and reinforcement of historical and other important buildings in the area of Tbilisi City and promotion of its implementation and / or control of implementation; 2.1.2. Elaboration of strategy for the purpose of rehabilitation of water supply and sewerage and drainage systems, infrastructure and the environment (roads, transport, gardens, parks, lighting, power supply, etc.) in Tbilisi and the promotion of their implementation and / or control of implementation; 2.1.3. To promote property management and its effective use and to participate in strategy elaboration; 2.1.4. To study tourist and economic potential of historical sites, elaboration of an appropriate strategy of usage of this potential and participation and promotion of the major projects for Tbilisi development; 2.1.5. Participation and overall support of the important projects to be implemented in different districts of Tbilisi city; 2.1.6. Elaboration of the proposals with regard to the control mechanisms on new constructions in order to avoid the undue interference in the historical city; 2.1.7. To participate in the implementation of the important projects for the city and the supervision and control of implementation of these projects; 2.1.8. Drafting institutional and administrative reforms and legislative changes necessary for the rehabilitation and development of Tbilisi in order to strengthen coordination between various state, municipal and public institutions; 2.1.9. Development of the mechanisms for mobilizing funds for maintenance of immovable cultural monuments in the historical part of the city, study of existing financial capability, analysis and optimal use; 2.1.10. In the development process of Tbilisi to promote the inclusion of private investors and for this purpose to conduct negotiations with the investment groups and to submit the offers;
2.1.11. Promoting the development and implementation of guidelines of Old Tbilisi Global Conservation Program and of the city planning documentation, restoration, adaptation, physical restoration, etc; 2.1.12. Creation of the system of conservation and management staff trainings for increasing skills and qualification for the professional development; 2.1.13. To ensure the integration of international standards and methodology in the rehabilitation process; 2.1.14. The creation/improvement of Information Bank, which will be available in Tbilisi development process; 2.1.15. In the process of working on the City Development Strategy organization of close cooperation with NGOs, private agencies, civil society organizations and the media to ensure their active involvement in the rehabilitation and development processes; 2.1.16. Promoting maximum involvement of international organizations in the rehabilitation and development processes and securing coordination with them; 2.1.17. Conduct of practical works for the purpose of the City development and / or control of implementation; 2.1.18. Preparation of Investment projects and / or promotion of execution and / or control of processes of implementation. 2.2. For achieving the statutory objectives, the Fund: 2.2.1. Supervises and monitors the implementation of projects funded; 2.2.2. Creates and administers the information systems necessary for the work of monitoring the activities of the Fund; 2.2.3. Manages the funds related to the activities of the Fund in terms of finance and accounting; 2.2.4. Assesses and monitors financial resources of the Fund expended under the transactions on the basis of the reports submitted by persons involved in the transaction; 2.2.5. Uses as per the rules established the funds for various projects for achieving the goals and assumes accountability for the purposes of their use before the founders and / or specific lender; 2.2.6. Collaborating with the relevant structures of the Tbilisi City Hall to conduct the works correctly as defined by the project; 2.2.7. For the purpose of Advertising and propaganda of activities of the Fund cooperates with the media, actively uses various media and advertising outlets; 2.2.8. In accordance with legislation engages in supporting commercial activities that do not change its nature as of non- entrepreneurial (non-commercial) legal entity. The profits earned by
the Fund must be reinvested in the accomplishment of the Fund's objectives, its development and other necessary activities. 2.3. The Foundation carries out any other kind of activity that is not prohibited by applicable laws. 2.4. Activities, for which the law provides a special permit (licensing, certification), the Fund manages in accordance with legislation after obtaining of the relevant permit (license, certificate). Article 3. The founders of the Fund 3.1. The fund is established by the founders decision. 3.2. The founders of the Fund are: 3.2.1. Tbilisi City Hall, represented by the Government of Tbilisi City (legal address - Tbilisi, Shartava street # 7); 3.2.2. Non-entrepreneurial (non-commercial) legal entity,,old City Rehabilitation and Development Fund"(registered by the Ministry of Justice on 31 March 2005, the state registration number: 00009/12/0002; ID code: 202258706; Registered address: Tbilisi, Dolidze street # 2. Article 4. Powers of the founders of the Fund 4.1. Founder is entitled to: 4.1.1. Approve the charter of the Fund, make amendments and additions to it; 4.1.2. Change the Fund's objectives; 4.1.3. To elect and withdraw the fund's board members and chairman of the board; 4.1.4. To elect and withdraw the authorized representative of the Fund - chairman of the fund and determine its powers; 4.1.5. Solicit any kind of information from any managing bodies of the Fund and staff on the activities of the Fund; 4.1.6. Hearing of financial and other reports of the Board; 4.1.7. Make a decision on the establishment and liquidation of branches (representations) of the Fund; 4.1.8. Make a decision on the suspension of the Fund's activities, reorganization or its liquidation thereof; 4.1.9. Contribute to the fund in the form of transfer of property and material / financial assets for the accomplishment of the Fund's goals. 4.1.10. Make a decision to acquire and dispose real estate by the Fund.
4.1.11. Solve all the issues that under this statute does not fall within the competence of the Board or the Chairman of the Fund. 4.1.12. In accordance to the charter define the titles of the working subdivisions of the fund - the structural units, their tasks, functional overload and subordination. Article 5. The Board of the Fund 5.1. The governing body of the Fund is Board of the Fund, Chairman and members of which are appointed by the founder of the fund. 5.2 Board meetings are held at least once every three months or as needed. The session will be convened at the legal address of the Fund, or any other place known to the board members in advance. 5.3. As extraordinary as well as the current session is convened by the Chairman of the Fund or by the Chairman of the Board, as well as by the founder s request. Regular or extraordinary session of the Board shall be invited at least five days prior to the meeting date (except in cases where due to circumstances it is necessary to hold an immediate meeting of the board) via notifying the board members. Notice may be delivered by the insured letter, telephone, e-mail, fax or by other means of information transfer. The notice shall specify the date, time, place and agenda of the meeting. 5.4. Within three days of receipt of the notification the board member may amend the agenda. If changes are not made within this period, the agenda shall be adopted. In other cases, the agenda may be amended only by a majority vote of the members present at the board meeting. 5.5. The meeting convened with the breach of the procedures established in this article is not a reason for annulling the decisions taken at the meeting, unless the board member announces protest before the start of the session and takes part in its work. 5.6. A board meeting is eligible to make decisions if it is attended by more than half of the members. If the session is not eligible to make decisions, then not earlier than three days the new session will be convened with the same agenda. Invited session in this manner is eligible to announce the decisions, regardless of the appearance of the members. In the case if the Chairman of the Board does not attend a board meeting, board members shall elect chairman of the meeting before the meeting, who will perform the duties of the Chairman of the Board. In addition to board members, board meeting is attended by Chairman of the Foundation, who does not participate in the vote related to the issues of the agenda. 5.7. The board makes decisions by a simple majority of the board members present at the meeting of the Board. Each member shall have one vote. In case of a tie, the chairman of the Board/ Chairman of the Board meeting has the priority right to vote. 5.8. Meeting shall be drawn up in the minutes, which consistently shall reflect the issues discussed at the meeting and relevant decisions thereon. The minutes shall be signed by the
Chairman of the Board / Chairman of the meeting and by the board members present at the meeting. Dissenting opinions of the board members present at the meeting are attached to the minutes in the written form of notes and opinions. 5.9. Board members have the right to take a decision without convening a meeting if all together or separately agree by conference - telephone or other means to the matters of the agenda. In this case, it is necessary to give written consent expressed in advance by signing the respective minutes. 5.10. Board members are required to manage the affairs of the Fund in good faith and in accordance with the laws and regulations and shall be liable before the Fund for damages incurred from non-fulfillment or improper fulfillment of their responsibilities. Board members are not paid by the Fund and it s a voluntary activity. 5.11. In case of an early termination of the Board membership of the member, a new Board member shall be immediately elected by the founder. The newly elected board member is assigned to the remaining term of the powers of the board member terminated. 5.12. Board: 5.12.1. Approves the Fund's strategic directions, plans, target programs and projects of the Fund's activities prepared by the Chairman of the Fund; 5.12.2. Approves certain projects for the financing by the Fund and supervises their implementation; 5.12.3. Develops and submits recommendations to the Fund's founder on branches (representations) establishment and their liquidation; 5.12.4. Establishes fund enterprises and based on the fund chairman s recommendation appoints and dismisses their heads; 5.12.5. If necessary, by the advice of the Chairman of the Fund, develops its structural units, Regulations of the branches (representations), Internal Regulation; 5.12.6. Applies with Recommendation letter to the member of the Board of the Fund, whose activities are contrary to the objectives of the Fund or who violates its obligations under the Charter; 5.12.7. Endorses the issues of membership of the Fund in the registered organizations and participation in establishment of the legal entities. Article 6. The Fund's Management and Representation. Chairman of the Fund
6.1. Fund s management and representation powers are exercised by the Chairman, who shall be elected and dismissed by the founder. 6.2. Chairman of the Fund is not a member of the Board of the Fund, however, Fund s Chairman attends the Board meetings and submits to the members of the Board the issues to be endorsed. 6.3. Chairman of the Fund: 6.3.1. Acts on behalf of the Fund and represents it in its relations with third parties, both inside and outside of the country; 6.3.2. Attends the board meetings and takes the appropriate instructions from the board; 6.3.3. On behalf of the Fund enters into contracts, agreements, conducts negotiations, issues a power of attorney; 6.3.4. Along with the Board oversees the administration of financial sources and other physical property of the Fund; 6.3.5. Opens and closes accounts in banks in national and foreign currencies, signs all the financial and other official documents of the Fund; 6.3.6. Provides execution of the Fund s founder and board decisions; 6.3.7. Reports to the Board on the activities of the Fund; 6.3.8. Submits to the Board drafts of the projects to be implemented; 6.3.9. In connection with Projects approved by the Board concludes the contracts with third parties on behalf of the Fund; 6.3.10. By the concluding and termination of the employment contracts appoints and dismisses heads of structural units and other employees of the Fund, determines the terms of remuneration, endorses the bonuses or other incentives or an employee's disciplinary responsibility measures; 6.3.10 1. Based on the agreement of the Founder defines the list of employees and remuneration; 6.3.11. Submits to the founders the annual reports on the position of the activities and work progress of the Fund; 6.3.12. Carries out other activities within the scope of the rights granted by the board. 6.3.13 In agreement with the Founder takes decisions regarding the Fund's real estate acquisition, disposal and / or with respect to the collateral. 6.4. Fund s Board assigns a salary to the Fund's Chairman from the financial sources of the Fund.
6.5. In case of the Chairman of the Fund's inability to carry out his duties or early resignation (dismissal), its functions, by the Board s decision are performed by a deputy chairman, until the new Chairman of the Fund is elected by the founder. 6.6. Chairman of the Fund may not engage in any activity that interferes the implementation of the statutory authority because of a conflict of interests. 6.7. Chairman of the Fund is liable that the fund activities shall be guided by him in good faith. 6.8. Chairman of the Fund has Deputy, who is appointed and dismissed by the chairman of the Fund, according to its own decree, and he also defines the powers and wage rate of the Deputy Chairman. 6.9. Chairman of the Fund is authorized to make any decision proceeding from the activities and objectives of the Fund that is not contrary to the Charter and applicable law. Article 6 [1] Structural units of the Fund and its functions 6 1.1 The structural units of the Fund: 6 1.1.1. The administration of the Fund; 6 1.1.2. Infrastructural projects assurance department; 6 1.1.3. Public Relations and Strategic Partnership department; 6 1.1.4. Control and internal audit department; 6 1.1.5. Financial - economical department. 6 1.2 Administration of the Fund provides: organizational-legal activities of the Fund; Fund s material - technical support; preparation of the legal documents related to the activities of the Fund; coordination and control of the implementation of the tasks assigned by the management of the Fund; Human resources management; Fund s support by information technologies and communications services; maintenance of Office management. 6 1.3 Infrastructural projects assurance department provides: the evaluation and review of construction documents, projects coordination; Technical supervision of construction works; coordination of Surveying, mapping and measuring works; and that Architectural-planning activities are coordinated. 6 1.4 Public relations and strategic cooperation department ensures: based on the activities of the Fund the relationship with the donor organizations, institutions, individuals and legal entities, the media and the population, development/implementation of the partnership strategies. 6 1.5 Control and Internal Audit department provides: internal control of the Fund and its structural units; Legitimacy and efficiency monitoring; implementation of control over the protection of the regulations by the staff employed in the Fund, accomplishment of their duties
in good faith and in proper manner; implementation of the preventive measures for the lawful functioning of the Fund; to detect especially important violations and take appropriate measures; the internal audit of certain aspects of activity of the fund on the basis of the instructions of the Chairman of the Fund. 6 1.6. Financial economical department provides: the proper functioning of Budgeting and Reporting System of the Fund; Fund s financial and accounting bookkeeping and reporting; the planning / implementation of procurements necessary for the Fund activities; the maintenance of the Fund s property; management of Financial operations. Article 7. The Fund's property, financial and economic activity 7.1. The property of the fund are long-term assets, working capital and other assets, which are reflected in its independent balance and are needed for material security of its activities under these statutes. 7.2. The financial sources of the fund are established in accordance with law by: 7.2.1. Founder s property and financial contributions / donations; 7.2.2. Its supporting entrepreneurial activity, revenues from its enterprises and organizations; 7.2.3. Local and foreign legal entities and individuals donations in kind and charitable donations; 7.2.4. Grants; 7.2.5. The income taken from various events as established by the law; 7.2.6. Income from other sources, which do not contradict the current legislation. 7.3. The fund may own buildings, vehicles, cash, securities, property capital, equipment, inventory and other assets, which are not prohibited by applicable laws. 7.4. The Fund to pursue its own goals has the right to conduct supporting entrepreneurial activity, to establish enterprises and economical organizations and the profits earned from those activities are used only for authorized purposes, and its distribution is not permitted between the founders and board members of the fund, as well as the management and the individuals with representative authority. 7.5. The Board of the Fund and the Fund's Chairman has the responsibility to ensure that the financial sources of the Fund are used properly and property is saved. 7.6. Fund holds, uses and disposes its property and financial sources for the purposes of the statutes. Property may be sold under the founder s and / or the Board's decision, as well as in the case if it pursues its organizational development, accomplishment of the objectives or serves the charity activities.
Article 8. The rules of the effect, revision, cancellation, changes and amendments of the Statutes of the Fund 8.1. The Charter of the Fund is effective in all areas of the activities of the fund, its observation is mandatory for founder and all management staff. 8.2. Charter revision, changes and amendments, suspension or revocation is prerogative of the fund's founder. Article 9. Reorganization and Liquidation of the Fund 9.1. Fund reorganization (merger, acquisition, division, separation, conversion) is performed according to the legislation and the founder s decision. 9.2. Fund liquidation occurs: 9.2.1. By Founder s initiative and decision; 9.2.2. Upon achieving the objective; 9.2.3. In case of bankruptcy; 9.2.4. In case of cancellation of registration; 9.2.5. In other cases provided by law. 9.3. The liquidation shall be performed by the Chairman of the Fund. In special circumstances, the Founder or the respective court may appoint another liquidator. The liquidators are responsible as the management and the persons authorized to represent. 9.4. In case of liquidation all the current issues need to be eliminated, the debtors to be identified, creditors shall be paid. The remaining property and other assets according to the founder s decision will be transferred to the non- entrepreneurial (non-commercial) legal entity occupied with the same or similar activities. 9.5. In case of liquidation of the Fund, the property can be sold if it contributes to the achievement of the objectives of the Fund or serves charitable goals. Tbilisi 2010