Charter

I. GENERAL PROVISIONS
1.1. The “Azerbaijan Society of Cardiovascular Surgery” Public Association (hereinafter referred to as the Association) is a nonprofit nongovernmental organization comprised of members voluntarily united around common interests, established on the basis of the equality of rights of its members and operating on the entire territory of the country.
1.2. The Association operates in accordance with the Constitution of the Azerbaijan Republic, the Law of the Azerbaijan Republic “On nongovernmental organizations (public associations and foundations)”, other regulatory and legal acts, and the present Charter.
1.3. The Association acquires the status of a legal entity from the date of registration by the Justice Ministry of the Azerbaijan Republic. The Association has its own balance-sheet, a stamp with its name, a seal, an account in an Azerbaijani bank and other requisites.
1.4. The Association can conclude agreements on its own behalf, acquire proprietary and nonproprietary interests, assume responsibility and act as a plaintiff and defendant in court.
1.5. The Association’s address is as follows: 76 Parliament Avenue, Baku, Azerbaijan.
II. GOALS AND OBJECTIVES OF THE ASSOCIATION
2.1. The objective of the Association is to further develop medical science in the area of cardiovascular surgery and to contribute to the implementation of special programs and projects aiming to achieve positive results in this sphere.
2.2. In order to achieve these objectives, the Association shall carry out the following activities:
• Investigate problems relating to cardiovascular diseases in Azerbaijan and reasons behind them
• Take an active part in the organization of treatment of cardiovascular diseases in Azerbaijan in line with international standards
• Take an active part in the improvement of specialized cardiovascular surgery and overall medical education in Azerbaijan
• Develop a projection model for Azerbaijan
• Provide material, moral and legal assistance to the handicapped, war-victim families, the lonely and those affected by natural calamities and other tragic circumstances
• Provide material and moral assistance to talented healthcare professionals, academics and professors, sportsmen, students and pupils, and those who have earned public respect for healthcare activities
• Carry out charity activities in an effort to restore and protect monuments to prominent healthcare professionals and medical facilities
• Take measures to improve the well-being of Association members
• Carry out activities envisaged under charity and development programs using the funds of donor organizations to benefit the vulnerable population and young people in different parts of the country
• Take part in the comprehensive activities to improve the situation in the area of provision of blood and blood components
• Take part in campaigns against infectious diseases and child mortality
• Assist those in need of treatment
• Take part in the prophylaxis and treatment of disability
• Provide moral and material assistance to drug-addicts and AIDS-infected people and their families and assist them with the protection of their legal rights and interests
• Take an active part in the promotion of information about Azerbaijan in the world and in the establishment of cultural contacts with different countries
• Carry out other activities proceeding from the present Charter.
2.3. In order to carry out the activities envisaged under the present Charter, the Association shall engage in the following:
• Establish contact with foreign cardiovascular surgery associations and nongovernmental organizations and implement projects jointly with them
• Organize scientific research, courses and workshops, round-table discussions and meetings, exhibitions, conduct conferences, congresses, charity actions and other public activities
• Freely disseminate information about its goals and activities, establish media outlets in accordance with legislation
• Join the activities of foreign organizations whose goals and interests do not contradict its own and conduct representative exchanges
2.4. In order to meet its goals and objectives, the Association may engage in business activity in a manner established by law.
2.5. The Association cannot stand for presidential, parliamentary and local elections of the Azerbaijan Republic.
III. ASSOCIATION’S PROPERTY AND FINANCIAL ACTIVITY
3.1. The Association may own buildings, facilities, apartments, equipment, stocks, financial resources, shares, other securities and other property required for the financial security of activities envisaged under the present Charter.
3.2. The Association is liable with its own property for the obligations it has assumed. This property can by alienated only in accordance with laws of the Azerbaijan Republic.
3.3. The sources of the Association’s monetary and other assets are as follows:
• regular or one-off membership fees by founders or members of the Association
• voluntary deposits and donations by companies, enterprises, local and international organizations and citizens
• dividends and return on shares, bonds, other securities and deposits
• revenue from the use and sale of its property
• grants
• revenue from exhibitions, concerts and other activities
• revenue from the operation of enterprises established by the Association
• other income not prohibited by law.
3.4. Members of the Association do not have ownership rights over its facilities.
3.5. The Association has the right to own, use and dispose of its property in accordance with its goals and intended purpose as established by laws of the Azerbaijan Republic.
3.6. The resources entering the Association’s balance-sheet cannot be spent on other directions.
3.7. The Association cannot provide financial or other material assistance to political parties.
3.8. The Association compiles financial, statistical and other reports in a manner established by legislation and submits them to relevant state authorities.
IV. FOUNDERS AND MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND RESPONSIBILITIES
4.1. Legal entities operating in the area of cardiovascular surgery (except for state authorities and local governments) and private individuals above the age of 18 can be founders of the Association.
4.2. Founders have equal rights. The relations among founders, their rights and responsibilities are governed by legislation, agreements between them or the present Charter.

4.3. Any legal entity and private individual (except for state authorities and local governments) may be a member of a public association in the Azerbaijan Republic. Founders of the Association are also its members.
4.4. Members are admitted to the Association by its Board of Directors.
4.5. To become a member of the Association, a written application is submitted to it. The application is considered within a month. If more than half of members of the Board of Directors vote in favor, the applicant is admitted to membership.
4.6. All members of the Association are equal and have the following rights:
• To take part in the management of the organization in a manner stipulated under the present Charter and other documents
• To elect or be represented on any elective body of the Association, including the governing body
• To take part in the activities and events organized by the Association
• To seek information and exercise control over the activity of the Association’s governing body
• To apply to the Association for assistance in protecting its interests
• To personally take part in the discussion of any issues pertaining to their rights and responsibilities, raise objections and submit complaints to relevant bodies of the Association.
4.7. A member of the Association can represent or make statements on its behalf only after being duly authorized by relevant bodies of the Association.
4.8. Members of the Association have the following responsibilities:
• To follow the Association’s Charter
• To fulfill decisions of the Association’s elective bodies
• To observe the requirements of the present Charter
• To participate in the Association’s activities.
4.9. The amount of a membership fee is established by the Association’s Board of Directors.
4.10. Membership in the association can be terminated in the following cases:
• voluntary withdrawal from membership
• expulsion from membership.
4.11. A member can be expelled in the following cases:
• action tarnishing the Association’s reputation
• repeated failure to participate in the Association’s activities
• action contradicting the objectives reflected in the Charter.
4.12. Expulsion of members and founders takes place on the decision of the Board of Directors.
4.13. A member of the Association has the right to file an appeal against such a decision.
V. ORGANIZATION STRUCTURE AND GOVERNING BODIES OF THE ASSOCIATION
5.1. The supreme governing body of the Association is the Congress convened at least once a year. An out-of-turn Congress may be convened on the initiative of the Association’s governing body, one of the founders or a third of the members.
5.2. Founders and members of the Association are informed of the time and venue of meetings two weeks in advance.
5.3. The Association’s chairman, his deputies, chairman of the Central Control and Inspection Commission and members of the Board of Directions are members of the Congress.
5.4. The Congress has the following functions:
• Pass decisions on re-organization or termination of the Association
• Adopt the Charter and amendments to it
• Determine key activity directions of the Association
• Determine the principles for the formation and use of the Association’s property
• Establish the Association’s executive bodies and terminate their authority
• Approve the annual report
• Pass decisions on participation in other organizations
• Listen to reports from leaders of the Association’s executive body
• Elect the Association’s Chairman, Board of Directors and the Central Control and Inspection Commission.
5.5. The Congress is considered duly authorized if attended by more than half of the Association members.
5.6. The Congress passes decisions on approving the Charter, additions and amendments to the Charter, re-organization and termination of the Association by two thirds and other decisions by a simple majority of votes. Every member has one vote.
5.7. The Congress is presided over by the Association’s chairman or his deputies.
5.8. In the time period between Congresses, the Board of Directors is the Association’s governing body.
5.9. The Board of Directions has the following functions:
• Admit and dismiss members of the Association
• Put forward suggestions and projects
• Establish branch and representative offices of the Association
• Resolve all issues that are not considered the exclusive prerogative of other governing bodies of the Association
• Head the Association and its local bodies in the time period between Congresses
• Conduct regular meetings at least once a month
• Elect deputies of the chairman
• Approve the department managers and secretaries appointed by the chairman
• Establish temporary commissions to deal with emergency situations.
5.10. The Board of Directors comprises not more than (fifteen) members.
5.11. The Board of Directors is considered duly authorized if attended by more than half of its members and decisions are passed by a simple majority of votes.
5.12. The chairman of the Board of Directors, his deputies and other members are elected by the General Assembly of the Association for a period of 3 (three) years.
5.13. The chairman has the following functions:
• Supervise all activities of the Association and bears responsibility for that
• Represent the Association, sign agreements on its behalf, issue orders and resolutions and adopt statements
• Supervises the activity of the Board of Directors
• Appoint and dismiss department managers and secretaries
• Report to the Board of Directors on the work done and future plans.
5.14. In order to simplify management and regulate the activity of the Association, the Board of Directors appoints 3 (three) deputies to the chairman for organizational, scientific and ideological issues.
5.15. The deputy for organizational issues is responsible for all organizational affairs of the Association.
5.16. The deputy for scientific issues is responsible for all scientific affairs of the Association.
5.17. The deputy for ideological issues is responsible for all ideological affairs of the Association.
5.18. The Board of Directors implements its executive function through the secretariat and departments.
5.19. The Secretariat is comprised of two members and is approved by the Board of Directors on nomination of the chairman.
5.20. The Secretariat prepares instructions and other documents regulating the activity of the Association proceeding from the Charter and decisions of the governing body.
5.21. Departments of the Association have the following functions:
• Are established by the Board of Directors to deal with different directions of the Association’s activities
• Are managed by managers appointed by the Chairman and approved by the Board of Directors
5.22. The Central Control and Inspection Commission examines the decisions and actions by governing bodies and senior officers of the Association from the standpoint of their conformity with the Charter and raises the issue in this respect with the Board of Directors.
5.23. 4 (four) members and the chairman of the Central Control and Inspection Commission are elected by the Congress for a period of 3 (three) years.
5.24. Meetings of the Central Control and Inspection Commission are considered duly authorized if attended by more than half of its members and decisions are passed by a simple of majority of votes.
VI. TERMINATION OF THE ASSOCIATION’S ACTIVITY
6.1. The activity of the Association can be terminated by way of re-organization (merger, accession, division, separation, transformation) or liquidation. The Association is terminated in a manner stipulated in applicable legislation.
6.2. When the activity of the Association is terminates, usually a liquidation commission is established. From the moment of its establishment, it takes on all management functions of the Association. The liquidation commission prepares the liquidation balance-sheet. After the necessary budget settlements and clearance of outstanding liabilities to creditors, any remaining property is channeled into the objectives of the Charter in a manner established by legislation and, if this is not possible, into the state budget. The liquidation of the Association is carried out in accordance with the Civil Code of the Azerbaijan Republic and other regulatory acts.
VII. OTHER PROVISIONS
7.1. Issues not stipulated under the present Charter are governed by applicable laws.
7.2. If provisions of the present Charter interfere with those of legislation in the future, provisions of legislation shall apply.