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ŞƏKİLLƏRİN TƏSVİRİ

Charter of Azerbaijan Export and Investment Promotion Foundation

 
1. General provisions   

1.1. Established for an indefinite term, Azerbaijan Export and Investment Promotion Foundation (hereinafter referred to as Foundation) is a non-profit organization operating in the territory of the Republic of Azerbaijan under the Civil Code of the Republic of Azerbaijan, the Law of the Republic of Azerbaijan "On non-governmental organizations (Public Associations and Foundations)," and other legislative acts.

1.2. This Charter is a new version of the Charter of the Azerbaijan Investments Promotion and Advisory Foundation registered on 24 April 2003 under registration number 1103-Q1-1430.1.3.
1.3. The Foundation is a legal entity. The Foundation has an independent balance sheet, bank accounts, seal, stamp, emblem, and other requisites.

1.4. The Foundation has a property serving the purposes and objectives stipulated by this Charter under the legislation of the Republic of Azerbaijan.

1.5. The founder/founders shall not be liable to fulfill the Foundation’s obligations, and the Foundation shall not be liable to fulfill the responsibilities of its founder/founders.
1.6. The Foundation's legal address is U. Hajibeyov str. 40, Baku (Government House).
1.7. The founder of the Foundation is the Ministry of Economic Development 
of the Republic of Azerbaijan.

 
2. Main goals and responsibilities of the Foundation

2.1. The main goal of the Foundation is to ensure the balanced development of the national economy from both sectorial and regional perspective, as well as to attract investment to create new jobs in the country, especially in the regions, as part of a poverty reduction strategy and promotion of Azerbaijan's export operations.           
2.2. To achieve the above-mentioned goals, the Foundation shall:

• Ensure the institutionalization of the dialogue between the business community and government agencies;        
• Regularly analyze the investment climate, develop and submit relevant proposals on improvement to the government;

• Analyze the foreign best practices in the field of attracting investments and promoting exports as well as prepare proposals to apply this experience in the Republic of Azerbaijan;
• Assist with the preparation of constituent documents and facilitate the registration of legal entities with state authorities;

• Organize and engage the business community in the discussion of legislative acts that may affect the investment climate and development of the country’s private sector;

• Closely cooperate in implementing investment projects with relevant state and local authorities, diplomatic missions represented in Azerbaijan, international financial institutions as well as non-governmental and commercial organizations;         
• Attract and conducts negotiations with investors;

• Support potential investors applying to the Foundation with the intention to invest in priority sectors and industries of the national economy as well as enable them to receive government-provided benefits and privileges under the procedure established by law;

• Create and periodically update database of investment and export opportunities;
• Develop a summary of legislative regulations for investors;

• Produce a summary of economic indicators of Azerbaijan to support investors;

• Organize conferences, seminars, and business meetings with investors to attract investments to the Republic of Azerbaijan and establish businesses in the country;
• Provide local and foreign investors with different services, including consulting, legal, and so forth

• Set up a hotline to help investors solve encountered problems;

• Organize training courses to prepare business plans and investment projects;
• Conduct research on regional trade/export opportunities for Azerbaijani business;

• Conduct regular analysis of the legal regime governing the export of goods and services from Azerbaijan as well as develop and submit proposals to the government for its improvement;
• Provide relevant advisory services to business owners engaged or keen to export goods and services from Azerbaijan;

• Assist Azerbaijani exporters in identifying potential customers;   
• Organize and participate in trade exhibitions in Azerbaijan and abroad to ensure the promotion of the 'Made in Azerbaijan' trademark on the international level;      
• Undertake other activities and measures under the legislation.

 
3. The Foundation has the following rights:

3.1 To perform the responsibilities defined in this Charter, the Foundation has the following rights:

• To conclude contracts, agreements, and accept orders;

• To establish branches and representative offices;

Become a member of various legal entities, unions, and maintain relations with international organizations;

• To open bank accounts and make settlements;

• To establish training courses and educational institutions under the current legislation;
• To hold scientific discussions, symposia, seminars, conferences, and other events;

• To publish academic and mass literature, compilations, books, and bulletins;

• To engage in legal economic activities consistent with the purposes of its Charter;

• To exercise other rights under the legislation of the Republic of Azerbaijan.

 
4. The property and economic activities of the Foundation.

4.1. The Foundation may possess any legal property under the legislation of the Republic of Azerbaijan.

4.2. The property of the Foundation shall originate from the following sources:

• Funds invested by the founder(s);

• Voluntary contributions and donations, income received as a result of activities stipulated in the Charter;

• Grants;

• Other legal sources of income.

4.3. The property and property rights (lease, donation, etc.) provided to the Foundation by its founder/founders and other persons shall belong to the Foundation.

4.4. The Foundation may use its property subject to the consent of the Board of Trustees and for the purposes specified in its Charter.

4.5. The Foundation shall publish reports on the use of its assets in the press no later than the fourth month of each subsequent year.

4.6. Funds from the Foundation's financial resources shall be used to pay salaries and perform activities within the scope of its competencies and cover the necessary needs.

4.7. The Foundation's fiscal year shall begin on January 1 and end on December 31 of the same year.

 
5. The Foundation's management bodies and vested powers.

5.1. Organized by the founder/founder's representative, the Board of Trustees shall constitute the supreme governing body of the Foundation. The Board of Trustees can consist of 15 to 55 members. Members of the Board of Trustees shall be elected and dismissed by the founder/founder's representative for a period of three (3) years.

5.2. New members of the Foundation's Board of Trustees shall be admitted solely on approval by all members of the Foundation's Board of Trustees.

5.3. The Board of Trustees shall:

5.3.1. Define the general areas of the Foundation's activities;

5.3.2. Approve the Foundation's programs and monitor their implementation;         
5.3.3. Elect and dismiss the President of the Foundation;

5.3.4. Elect and dismiss the Foundation's Vice-President following the proposal of the President of the Foundation;

5.3.5. Accept the reports of the President of the Foundation;

5.3.6. Decide on the opening of the Foundation's branches and representative offices as well as approve their provisions; 
5.3.7. Decide on the establishment of economic entities of the Foundation and/or the

Foundation's participation in the activity of any economic entity;

5.3.8. Make amendments and additions to the Foundation's Charter when the interests

of the Foundation or goals of its Charter require so;

5.3.9. Decide on the reorganization and liquidation of the Foundation.

5.4. Decisions on the issues specified in Clauses 5.3.8 and 5.3.9 of the Charter's Article 5.3 shall be approved by more than 3/4 of the members of the Foundation's Board of Trustees.

5.5. Decisions on matters not specified in Clauses 5.3.8 and 5.3.9 of the Charter's Article 5.3 may be taken by an absentee vote in the manner established by the Foundation's Board of Trustees. If a member of the Foundation's Board of Trustees objects to an absentee vote on an issue, the voting shall take place in person. 
5.6. The Foundation Board of Trustees shall be presided over by a chairperson. The Chairperson of the Foundation Board of Trustees shall be elected from among the Board of Trustees members for 3 (three) years subject to the agreement of more than 3/4 of its members. In the event of early resignation of the Chairperson of the Board of Trustees for any reason, the Board of Trustees may call for an extraordinary election of its Chairperson.

5.7. Decisions of the Foundation Board of Trustees shall be announced to all of its members. Decisions shall be signed by the Chairman of the Board of Trustees of the Foundation.

5.8. The Board of Trustees shall meet at least twice a year.

5.9. The Foundation shall be governed by the Management Board established by the Board of Trustees. The Management Board may consist of 3 to 7 members. The Board of Trustees shall elect and dismiss members of the Management Board for one (1) year as advised by the Foundation founder.

5.10. The Management Board shall:

5.10.1. Supervise the Foundation's income and expenditure;

5.10.2. Assign the auditor of the Foundation and admit the auditor reports;

5.10.3. Approve the structure, staffing table, and estimate of expenses of the Foundation Management Board;  
5.10.4. Approve the reports to be published on the use of the Foundation's property/assets; 5.10.5. Resolve organizational issues related to the activities of the Foundation and exercise other powers granted by the Board of Trustees;

5.11. Decisions of the Foundation Management Board shall be made by the approval of more than half of its members.

5.12. The Management Board of the Foundation shall be headed by the Chairperson. The Board of Trustees shall elect the Chairperson of the Management Board from among the Board members for a term of one (1) year. In the event of early termination of the powers of the Chairperson of the Management Board for any reason, the Chairman of the Management Board may be elected at an extraordinary meeting.

5.13. The Management Board shall regularly report on its activities to the Board of Trustees. 5.14. The Management Board shall hold meetings at least once every three (3) months.

5.15. President of the Foundation shall be appointed and dismissed by the Board of Trustees for a term of three (3) years. This could be the founder of the Presidential Fund or another third party. On the recommendation of the President of the Foundation, the Board of Trustees shall appoint and dismiss the Foundation Vice President for three (3) years.

5.16. President of the Foundation shall:

5.16.1. Coordinate with the Board of Trustees the management of the Foundation’s funds; 5.16.2. Employ and dismiss the chief accountant and members of the Foundation Management Board;

5.16.3. Sign relevant agreements with donors to raise donors' funds for specific projects;

5.16.4. Appoint directors and coordinators to implement the Foundation's programs;

5.16.5. Create the Foundation advisory and expert groups and appoint their members;

5.16.6. Conclude agreements on behalf of the Foundation;

5.16.7. Prepare the Foundation's draft programs and/or examine prepared projects and submit the ready projects to the Foundation's Board of Trustees for approval as well as ensure the implementation of the approved projects;

5.16.8. Prepare reports on the expenditure of the Foundation's funds and submit them to the Foundation's Board of Trustees for approval;

5.16.9. Present the Board of Trustees with periodic reports on the progress of the Foundation's programs.

 
6. The procedure for amending the Charter of the Foundation.

6.1 Amendments to the Foundation's Charter shall be made by a decision of the Board of Trustees.

7. Reorganization and liquidation of the Foundation

7.1. Reorganization of the Foundation (merger, consolidation, division, or transformation) shall be allowed only if agreed by more than 3/4 of the members of the Foundation Board of Trustees when and in the manner permitted by law.
7.2. The Foundation shall be liquidated by a court under Article 116.2 of the Civil Code of the Republic of Azerbaijan. The Foundation Board of Trustees has the right to independently raise the issue of liquidation of the Foundation.

7.3. The liquidation of the Foundation shall be carried out as provided for in the Civil Code of the Republic of Azerbaijan.  
7.4. Remaining property/assets after the liquidation of the Foundation shall be used for the purposes specified in the Charter of the Foundation under the supervision of the Board of Trustees of the Foundation.

7.5. Other matters not defined in this Charter shall be resolved as provided by law.

7.6. The requirements of the legislation shall prevail if any provision of this Charter should contradict the legislation in the future.