Article of Association

BYLAWS

GEORGIAN-AMERICAN BUSINESS ASSOCIATION (GABA)

Article 1

General Provisions

Name: The organization shall be the Georgian-American Business Association, Inc. (hereinafter “GABA”).

Principal Place of Business Association: The initial office of the Association shall be 3057 Brighton 7th Street, Brooklyn, NY 11235. New York, New York. Organized as a non-profit corporation under the laws of the State of New York.

Seal. The Board of Directors may adopt a Company seal, which shall have inscribed thereon the name of the Company. Said seal may be used by causing it or a facsimile to be impressed, affixed, or reproduced. However, failure to affix the seal shall not affect the validity of any instrument.

Article 2

Purposes and Limitations

Section 1- Purposes: Section 1- Purposes: IRC § 501(c)(6): This Association is organized exclusively for one or more of the purposes as specified in Section 501(c)(6) of the Internal Revenue Code (“IRC”), including the general purpose promote common interest joined persons and their business. also promote Georgian business interests in the U.S. market, facilitate cross-border trade, and enhance the professional capabilities of Georgian enterprises seeking to establish or expand their presence in the United States. GABA facilitates trade and economic cooperation between Georgia and the United States.

Georgian, Business Lobbying
Georgian Business Advocacy with US State Institutions

Georgian Businesses Integration and Development in the USA

The more specific purposes of the Business Association, without limiting the foregoing, are the

following:

Connect Georgian entrepreneurs in the United States with commercial or non-profit organizations, as well as business circles in Georgia to foster robust networks and create opportunities for collaboration.
Facilitate the exchange of resources, knowledge, and expertise, paving the way for mutual economic growth and development in Georgia and the United States.
Conducting analytical studies of the investment environment and local and international business trends and presenting findings at relevant forums.
Prepare comprehensive reports for American and Georgian business circles on commercial, economic, financial, industrial, and related aspects and make actionable proposals for implementation.
Enhance communication and networking opportunities between American and Georgian business people.
Organizing international and local conferences for members and investors.
Foster strong relationships between governments and business communities in both countries.
Promote friendship and understanding between the people of the United States and Georgia.
Encourage partnerships through database structures and well-founded recommendations.
Engage in other activities aligned with this by-law.

Section 2 – Limitations: The association shall be not-for-profit, non-partisan, and non-sectarian and shall take no part in or lend its influence to the election or appointment of any candidate for national, state, county, city, or local office.

Article 3

Association Membership

Section 1 – Eligibility: Any person, sole proprietor, association, corporation, partnership,

limited liability company, or other business organization having an interest in the objectives of

the association shall be eligible to apply for membership. Membership in the association is open to organizations that share the goals and interests of the association.

Section 2 – Membership Application Process: A person wishing to become an association member must submit a written application to the Board in the form established by the Board of Directors. The Board shall decide on admission to membership no later than sixty (60) days after receiving the application.

Section 3 –Membership Classifications: Association membership is determined by five classifications:

Any individual or company doing business in specific industries in the United States and abroad.
An individual or company that sells or distributes products and/or services in a critical industry.
An individual or company that provides professional advice or consulting services for a fee in a mission-critical industry.
Media: An individual or company that disseminates news in the field of business.
Non-profit organization: organizations with 501 (c)3 or 501 (c)6 with IRS classification carry out their activities in the USA to develop the Georgian community.

Section 4 – Honorary Members: The Board of Directors, at a duly called meeting, may elect honorary members by a majority vote of the members present at a Board of Directors meeting or the Executive Committee. Honorary members shall be exempt from payment of any fees or dues and shall be entitled to all the privileges of regular members except the right to vote or hold office. The Board of Directors may revoke honorary membership at any time.

According to the decision of the board of directors, those persons who have rendered significant service for the association by providing moral and material support may be accepted as honorary members of the association.
Honorary members of the association can participate in the work of the general meeting without the right to vote or express their opinions and views on the discussed issue.
The general rules of membership consider the issue of withdrawal of the honorary member of the association.

Section 5 – Designation of Representatives: Members shall have the right to designate representatives to attend meetings and/or functions of the association and may at any time change their representatives upon written notice to the association. Not more than two (2) individuals may be designated as representatives of a member at any given time. However, not more than one (1) representative may attend any event, and each member shall have only one (1) vote in any election.

Section 6 – Dues:

The amount of the membership fee and the registration fee (amount) can be changed based on the decision of the board of directors of the association;
The calendar year of the membership fee is determined from January 1 to December 31;
The one-time membership registration fee and the amount of the annual membership fee the association member are determined by the board of directors at the first meeting after the election;
Membership in the Association is considered for the calendar year, from January 1 to December 31 of each year (regardless of the period of membership, membership and membership fees are calculated for the calendar year.)

Section 7 – Staged Payment of Membership Fees: The Board of Directors has the right to divide the membership fee into several stages upon admission to membership based on a written application of a candidate member.

Section 8 – Membership Duration and Fee Payment: Membership in the association is valid for a calendar year, from January 1 to December 31. Membership fee must be paid within twenty (20) calendar days after becoming a member, based on the calendar year period, and from January 1 to January 20 each year. Failure to pay by January 20 will trigger a 30-day default regime.

Section 9 – Equal Status of Founders and Members: The founders of the association and those who joined later enjoy equal status.

Section 10 – break off and Termination of membership status: The authority (membership) of a member of the association is terminated:

based on their own application, exceeding the term of the membership fee by 30 days leads to the break off of the association’s membership. (If a person withdraws from the membership of the association based on his/her own application, the member of the association is obliged to fully repay the membership debt to the association and fulfill all other obligations that he/she had during the membership period);

when recognized by the authorized body as incapacitated;
Upon death, when declared dead or missing by the authorized body;
upon liquidation or opening of bankruptcy proceedings against him.

The basis for expulsion of a member of the association are:

Late payment of the membership fee by 60 calendar days;
The activities of a member of the association in case of conflict with the goals of the association;
In case of gross violation by a member of the association of the duties assigned to him by the association.

Section 11 – Membership Debt and Expulsion Consequences. The association is entitled to use all legal means to collect the membership debt from the member who was expelled or left at his request. A person expelled from the association (including one who quits membership based on his application) loses all opportunities to benefit from Article 1) of the association’s charter. The requirements stipulated in clauses 2) and 3) of the Association’s Charter do not apply to a person excluded from the Association’s membership (and/or dismissed based on their application) with the capabilities provided for in the clause, including the Association’s name and property.

Section 12 – Suspension and Expulsion: A member may be suspended for a designated period, or expelled for cause by a vote of two-thirds of the members of the Board of Directors present and voting at the meeting called for this purpose, provided that notice of the time and place of the meeting, a statement of the charges, and advice that the member has the right to be present at the meeting and to present a defense, shall have been mailed to the member by certified mail, return receipt requested, at the member’s last recorded address, not less than ten (10) days before the meeting at which the final action is to be taken. Cause shall include, but not be limited to, a violation of any by-laws or rules of the association or conduct deemed prejudicial to the association’s best interests. An expelled member may not reapply for membership.

Section 13 – Membership Representation and Voting Rights: Each business entity is considered a separate member organization, subject to the payment of membership fees. One individual from each member organization shall serve as the designated representative, responsible for receiving all official Association correspondence and exercising the organization’s voting rights. Each member organization is entitled to one (1) vote on matters submitted to a member vote. This rule does not apply to founding members, who are natural persons and retain all rights and duties associated with membership. Founding members’ activities are aligned with the goals of the Association, and they are obligated to fulfill the responsibilities assigned by the association’s charter and/or management bodies.

Article 4

Rights And Duties Of The Association Members

Section 1 – members of the association have the right to: Members of the association are entitled to the following rights:

Participation in General Meetings: Members can participate actively in the association’s general meetings.
Electoral Rights: Members may choose and be elected to the positions of president, general secretary, or any other officer within the association’s governing bodies and the Board of Directors.
Access to Information: Members have the right to receive information regarding the association’s activities from its governing bodies and authorized representatives within the timelines established by the association.
Use of Association Resources: Members are entitled to utilize the material and technical resources of the association as permitted.
Engagement in Association Programs: Members may benefit from the association’s targeted assistance and actively participate in forums, conferences, projects, and programs organized or endorsed by the association.
Exclusive Member Benefits: Members are entitled to benefits and discounts on the association’s relevant services and programs, as the Board of Directors determines.
Use of Association Emblem: Members may use the association’s emblem under the rules and conditions set forth by the Board of Directors.
Withdrawal from Membership: Members can withdraw from the association by informing the Board of Directors. Before leaving, the member must settle any outstanding membership dues and transfer any ongoing responsibilities or activities linked to their association membership.
Delinquent Payments and Membership Termination: Members with overdue payments exceeding 30 days will be notified in writing within 14 days. If payment is not made within the subsequent days, the member will be removed from the association and will forfeit all rights and privileges associated with membership. Further services will be suspended until dues are settled.

Section 2 – A member of the association is obliged: Members of the association are required to:

Compliance with the Charter and Decisions: Adhere to the association’s charter and comply with the decisions made by the association’s governing bodies.
Protection of Reputation and Property: Safeguard the business reputation and property of the association, ensuring that their actions do not harm the association’s interests.
Active Participation: Engage in the activities of the association in accordance with their abilities and interests, contributing to the association’s objectives.
Upholding Association’s Objectives: Ensure that their actions do not undermine or conflict with the association’s objectives during the execution of its activities.
Payment of Membership Fees: Pay the initial membership fee within 20 calendar days after the competent body of the association decides on membership. A decision of the Board of Directors will determine the fee amount.
Confidentiality of Information: Protect and maintain the confidentiality of information related to the association’s activities, ensuring that sensitive information is not disclosed without authorization.

Article 5

Board Of Directors

Section 1 – Number. The governing body of the association is the Board of Directors, which consists of 9 members.

Section 2 – Eligibility. Any person of at least twenty-one (21) years of age who is a member or a designated representative of a member of the association and whose candidacy has been approved by the Nominating Committee shall be eligible to serve as a director.

Section 3 – Term. Each Director shall hold office for a period of two (2) years (a “Term”). Each Director shall hold office until the expiration of the term for which she or he was elected, until her or his successor has been elected and shall have qualified, or until her or his resignation or removal, whichever comes first.

Section 4 – Governance and Leadership Structure of the Board of Directors: The board of directors elects the chairman of the board of directors from among the members elected at the first meeting for the term of the election year, treasurer, and general secretary of the association cannot be nominated as a candidate for the chairman of the board of directors. The Chairman of the Board of Directors presides over the meetings, directs the ongoing work of the Board of Directors, and leads the Board of Directors. Sessions are held as needed but no more than once every 3 months. The chairman shall convene an extraordinary meeting on his/her own initiative or by the request of one third of the members of the Board of Directors. The board of directors is empowered if more than half of the members attend the meeting. Most of those present make the decision unless otherwise provided by the charter.

Section 5 – The Role and Responsibilities of the Board of Directors:

Leadership and Oversight: The Board of Directors is led by the Chairman, who oversees the board’s activities and ensures the proper conduct of meetings and decision-making processes.
The Board of Directors appoints and dismisses the Vice Presidents of the Association.
General Meeting Convening: The board is responsible for convening and conducting general meetings in accordance with the association’s charter, with a requirement to notify members at least 30 days in advance, providing them with the meeting’s date and agenda.
Membership Decisions: The board plays a central role in accepting new and honorary members, with decisions made through open voting to ensure transparency and fairness.
Rules and Relations: It establishes rules governing relationships with current and prospective members, fostering an environment of clarity and cooperation within the association.
Organizational Structure: The board approves the association’s structure, including appointing its heads and executive officers, ensuring that the leadership is equipped to meet its needs.
Project and Program Approval: The board is responsible for approving key projects and programs to be executed by the association, ensuring alignment with the organization’s strategic objectives.
Remuneration and Budget Oversight: It determines the remuneration for association employees, board members, and other key personnel, approves the annual budget, listens to budget reports, and makes necessary adjustments to ensure financial sustainability.
Strategic Direction: The board is tasked with approving the association’s strategic directions, which the Council presents, ensuring that activities align with long-term goals.
Membership and Legal Entity Decisions: It resolves membership issues in registered organizations and makes decisions regarding establishing legal entities under the association’s name.
Financial Contributions: The board can approve membership fees and other financial contributions to support the association’s operations.
Organizational Development: On the president’s recommendation, the board approves organizational structures and charters and creates committees to support specific initiatives.
Representation and Branch Oversight: It is responsible for creating and dissolving representative offices, approving regulations, and appointing their leadership, ensuring proper expansion and governance of the association’s operations.
Decision-Making: The board resolves all matters not explicitly designated to other governing bodies or the general meeting, maintaining its role as the final decision-making authority in the association.
election: The board of directors determines the place of appointment of the general meeting or the electronic method of election, about which the members will be notified according to the established procedure;
Voting by email or post – Any action required or permitted at any meeting of the Board of Directors, as well as the holding of a general meeting, may be taken without a formal meeting by submitting a ballot to members by mail or email. The Secretary shall mail a copy of each proposed resolution to be voted on by mail or email, together with a ballot form and return address envelope, and in the case of email, a return letter to be returned to the Secretary. No ballot shall be effective unless the Secretary receives a response letter by the date specified in the ballot. Such date shall not be less than fifteen (15) days from the date of mailing.
Maintain appropriate confidentiality of Corporate information and act as a spokesperson only when officially designated to do so;
Directors shall be responsible, in addition to the responsibilities outlined explicitly in these By-laws, for the policy decisions of the Association. It shall formulate such policy, which shall be implemented by the paid employees and officers (whether paid or unpaid).

Section 6 – Election: The General Meeting elects 9 members of the Board of Directors by a majority vote of those present for 2 years. Accordingly, the Board of Directors consists of 9 members.

Section 7 Vacancies: Whenever a vacancy may occur, whether by death, resignation, removal, or any other reason, the Board of Directors may appoint a replacement Director, subject to the approval of a majority of the members of the Board voting on the appointment at a regular or special meeting of the Board.

Section 8 – Resignation. A director may resign by giving written notice to the Board, the Chair, or the association’s Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board or such officer. Accepting a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.

Section 9 – Removal. Any Director may be removed from the Board by the affirmative vote of two-thirds of all the Directors present at any regular or special meeting called for that purpose because of nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any Director proposed to be removed shall be entitled to at least two (2) weeks’ notice in writing by first class mail of the meeting of the Board at which such removal is to be voted upon. The Director shall be entitled to appear before and be heard by the Board at such meeting

Excessive Absenteeism: Failure to attend at least 50% of scheduled meetings without valid delegation or prior notification.
Neglect of Duties: Repeated failure to fulfill assigned responsibilities or assignments.
Conflict of Interest: Engaging in activities that present conflict with the association’s mission or objectives.
Unethical Conduct: Violating the association’s code of ethics or misconduct that disputes the association.
Inability to Perform Duties: Persistent inability or unwillingness to perform the duties and responsibilities of the position.

Section 10 REGULAR MEETINGS – The meetings of the Board or any committee may be held at the Corporation’s principal office or any other place designated by the Board or its committee, including remote communication.

Section 11 SPECIAL MEETINGS – Special meetings of the Board may be held at any place and at any time and may be called by the President, Vice President, Secretary, or Treasurer, or any director. Any special meeting of the Board must be preceded by at least forty-eight (48) hours’ notice of the meeting date, time, place, and purpose unless these Bylaws require otherwise.

Article 6

Officers

Section 1- Officers. The officers of the Corporation shall consist of a President, a Vice Presidents, a General Secretary, and a Treasurer. The same person may hold two or more offices except those of the President and Treasurer. Officers shall be elected by the Membership at the annual meeting of the members or appointed by the Board of Directors. The corporation will have the following officers:

President: Chief executive officer (CEO) responsible for overall management and representing the organization publicly.
Vice President: Assists the President and may step in during their absence.
General Secretary: Manages administrative tasks, maintains records, and handles official communications.
Treasurer: Oversees financial matters, including budgets, accounting, and financial reporting.

Section 2 – Eligibility. Any member of the Association may be elected as an officer of the Association. A person elected as an officer must be over 21 years old and either a member of the Association or their legal representative. Additionally, the candidate must be in good standing with the Association, demonstrating commitment to its mission, values, and objectives. Eligibility may also require compliance with any conflict of interest policies, as well as relevant qualifications or experience necessary to fulfill the responsibilities of the officer role.

Section 3 – Term. Each Elected Officer shall hold office for two (2) years or until her or his successor is elected and shall have qualified.

Section 4 – Election. Officers shall be elected by the General Meeting of the Association for a term of two (2) years. Elections shall be conducted in accordance with the procedures outlined in the Association’s bylaws, ensuring transparency, fairness, and equal opportunity for all eligible candidates. Officers may serve consecutive terms if re-elected, subject to any term limits specified in the bylaws.

Section 5 – Vacancies. If any elected office of the association becomes vacant for any reason, including but not limited to death, resignation, or removal, the board of directors may elect or appoint an officer to fill such vacancy. The officer so elected or appointed shall hold office and serve until the expiration of the vacating officer’s elected or appointed term. The board of directors may also call an early election during the election year if necessary.

Section 6 – Resignation. An Elected Officer may resign by giving written notice to the Board, the Chair, or the association’s Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board or such officer. Accepting a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of an officer.

Section 7 – Removal. Elected Officer may be removed from office by the affirmative vote of two-thirds of all the Directors present at any regular meeting or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the association, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any Elected Officer and/or the Appointed Officer proposed to be removed shall be entitled to two weeks’ notice in writing by first class mail of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board at such meeting.

Section 9 – President – The association’s president is elected for 2 years by the association’s general meeting. A person cannot be elected president of the association for more than one consecutive term; this rule does not apply to the general secretary, treasurer, and board of directors.

Depending on the activities of the association, the president of the association is authorized to issue orders on various issues within the scope of his competence, as well as sign agreements that are concluded on behalf of the association with third parties

Section 10 – Roles and Responsibilities of the President of the Association:

directs the activities of the association to achieve the statutory goals;
represents the association in relations with third parties on the territory of the USA as well as internationally;
signs official documents of the association;
submits the organizational structure and action plan of the association for approval to the board of directors, as well as submits the annual budget plan together with the treasurer,
coordinates the activities of the association
submits various projects to be implemented in agreement with the board of directors;
If necessary, on behalf of the association (to discuss/solve the issue that requires special knowledge), invite a relevant consultant (specialist).

Section 11 – The General Secretary – With the authority of the President, coordinates and controls the implementation of ongoing projects and the activities of the staff of the Association.

General Secretary. he Secretary shall have charge of such books, corporate records, documents, and papers as the Board may determine and shall have the custody of the corporate seal.

The Secretary shall attend and keep the minutes of all the Board meetings.
The Secretary may sign, with the Chairperson or Vice Chairpersons, any contracts or agreements authorized by the Board in the name and on behalf of the association.
When authorized or ordered by the Board, the Secretary shall perform all the duties incident to the office of the Secretary, subject to the control of the Board of Directors.
The Secretary-General shall be able to manage and oversee internal projects, exercise control over internal activities, and ensure compliance with organizational policies and procedures.
The Secretary-General shall be empowered to appoint an Assistant Secretary, who shall act under their direct supervision, perform delegated tasks, and support the execution of internal responsibilities as assigned by the Secretary-General.

Section 12 – Vice-Presidents: In the absence or disability of the President, one of the Vice-Presidents shall act as President. (If applicable) The Vice-President may exercise all the functions of the President. The Vice-President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board or internal executive order made by the president.

Section 13- Treasurer. The treasurer of the association is elected by secret ballot at the general meeting for a period of two years; the nominated candidate must have the relevant experience and proper knowledge to manage the financial activities of the association and to implement the financial activities to create a finance committee, where in agreement with the board of directors appoints and dismisses the member officers of the committee. He/she also carries out financial monitoring and control of the association, which, if necessary, is authorized to call for a financial audit. The Treasurer oversees GABA’s financial matters and chairs the Finance Committee. The Treasurer shall perform all duties incidental to the office and such other duties as may be assigned by the Board of Directors or the Executive Committee. The Treasurer may sign GABA’s check or other order for payment or remittance. The Treasurer shall report on GABA’s financial condition to the Board of Directors and the Executive Committee in such form and frequency as they may determine. Members of the committee shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer and at other times perform such duties as are directed by the Treasurer, the President, In the event of the absence or disability of the President and Vice President. The Treasurer shall perform such duties of the President.

Section 14 – Salaries. Officers’ salaries will be fixed from time to time by the Board. Officers are not prevented from receiving a salary because of the fact that he or she is also a director of the Corporation.

Section 15 – Liability. Each officer is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the Corporation’s best interest. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation.

The activities of civil servants and other officials are regulated in accordance with the conflict of interest policy developed by the Association.

This policy applies to all directors, officers and principals.

Section 16 – Termination – The powers of the president, general secretary, and treasurer of the association may be terminated before the deadline for failure to fulfill the duties defined by the charter, for exceeding the authority, or for behavior inconsistent with the charter goals of the association, which can be decided only by a majority vote of the board of directors. In such case, in accordance with the regulations, the Board of Directors shall call an election and elect a new official whose authority was terminated early. The newly elected person shall continue his/her activities for the remaining term of the election year;

Article 7

Committees

Section 1 – Committees. The committee is created by a decision of the board of directors based on the creation of permanent and temporary. the board of directors elects committee members.

Section 2 – Standing Committee: The association’s Standing Committees shall be the Executive Committee, the Nominating Committee, and the Membership Committee. The Chairperson shall be the Chair of the Executive Committee. The Executive Committee shall also have the option to create one or more of the following Optional Committees: Awards, Benefits, Business and Legislative Advocacy, Communications, Development, and Grants. International, Program, Personnel, Technology. In addition, the Executive Committee may create, from time to time, other Optional Committees and/or Ad Hoc committees that it may deem necessary or desirable to conduct the affairs of the Association.

Section 3 – Committee Chair – Each Committee Chair – shall hold office until the expiration of the term for which she or he was elected, until her or his successor has been elected and shall have qualified, or until her or his resignation or removal, whichever comes first.

Composition of Standing Committees – Each Standing Committee shall consist of no fewer than three (3) members, including the Chair, who must be members or representatives of association members.
Responsibilities of Committee Chairs – Committee Chairs are responsible for leading committee activities, ensuring alignment with the association’s goals, and reporting regularly to the Board of Directors.
Meetings and Reporting – Standing Committees shall meet regularly as required and provide periodic updates to the Board of Directors.

Section 4 Executive Committee The Executive Committee shall include the President, Vice Presidents, the General Secretary, and the Treasurer. The President of the association shall chair the committee meetings.

The President shall convene Executive Committee meetings as needed, with members notified at least two (2) days in advance, either in writing or via electronic communication. The President may also convene special meetings upon the written request of any two (2) Executive Committee members.

The Executive Committee is empowered to act on behalf of the Board of Directors between Board meetings, within the scope of its delegated authority.
A quorum for conducting business at any Executive Committee meeting shall consist of three (3) members.
Minutes of all Executive Committee meetings shall be recorded and submitted to the Board of Directors at its next regularly scheduled meeting.

Section 5 Nominating Committee. The Nominating Committee shall recommend candidates to serve on the Board of Directors as Officers and/or as Directors; shall recommend renewal terms, if appropriate, for Officers and Directors; and shall recommend the removal of Officers and Directors, when appropriate.

Section 6 Membership Committee: The Membership Committee shall be responsible, subject to review by and approval of the Board, for developing and implementing strategies for the continued growth of the Association’s membership.

Section 7 – Vacancies – In the event of a vacancy in a Committee Chair position, the Board of Directors shall, at its earliest convenience, appoint a qualified successor to fulfill the remainder of the unexpired term, ensuring minimal disruption to committee operations and continuity of leadership.

Section 8 Suspension and Removal – The Chair and/or any member of any Standing Committee Optional Committee or Ad Hoc Committee may be suspended for a designated period or removed for cause by a vote of two-thirds of the members of the Executive Committee.

Section 9 Responsibilities: A majority of the Members of any Standing Committee must be present to constitute a quorum for the conduct of Committee business. Each committee shall maintain written minutes of their meetings, which shall be available to the Board. At least two weeks before each Board meeting, each Committee shall submit written reports to the Board concerning its activities since the previous Board meeting.

Section 9 Other Committees – Duties of Other Committees: At the time of appointment of any other Optional and/or Ad Hoc Committees, the Board of Directors shall determine the specific duties of each such committee.

Article 8.

General Meeting:

Section 1 General Meeting- The highest governing body of the association is the general meeting of the association’s members, which the board of directors can convene once a year or in an election year;

Section 2 Voting – The general meeting is authorized if at least 50% of the members participate. If the charter or law does not provide otherwise, the general meeting makes decisions with a majority of 50% of the participants’ votes; the holding of the general meeting can be determined by sending a message by mail and/or to the official e-mail address of the participants. The election committee established the procedure for receiving and sending correspondence and approved by the board of directors. If 50%+1 votes of the members do not participate in the first meeting, a repeat meeting will be convened within one month from the convening of the first meeting. A repeated meeting is authorized (has a quorum) regardless of the number of participating members, at which time the decision is made by most participating members unless otherwise provided by the law and/or this charter.

Section 3 Election – In association elections, every member has the right to one vote. The general meeting adopts the association’s charter with a majority of participants and makes changes to it by secret ballot, elects 7 members of the board of directors for a 2-year term, and elects general secretary and treasurer of the association for a 2-year term, who at the same time become members of the board of directors, respectively the board of directors consists of 9 members;

Listens to the activities of the association,
Decides on the reorganization of the association by the majority of those present;
By the majority of four-fifths of the members, it decides on the self-liquidation of the organization;

Section 4 Special General Meeting – An extraordinary general meeting shall be convened by the board of directors of the association, at the initiative of the president of the association, or the written request of 30% of the qualified members of the association, no later than 1 month after submitting such a request;

Section 5 Special General Meeting Rules – The Board of Directors chairman is obliged to convene an extraordinary Board of Directors meeting within 14 calendar days after the request is submitted to resolve the issue of convening an extraordinary general meeting of the association. If the meeting of the board of directors did not take place or the board of directors did not decide at the meeting about convening an extraordinary general meeting of association members, as well as the date of its holding – the president of the association is obliged to decide on the appointment of an extraordinary general meeting of association members within 5 days, the date of the meeting should not exceed 1 month.

Section 6 Procedures – The general meeting is entitled to the procedures provided for in the general regulations of elections and meetings;

Notice of each meeting shall be mailed or sent to all members at least thirty (30) days before the date of such meeting.
Quorum – The quorum of an annual meeting of members or a special meeting consists of more than 50 or (50%)+1 voting members.
Voting: A member organization shall be entitled to one vote by its designated representative and may nominate only one (1) candidate from among its members for a vacant position;
Elections: Elections shall be held by a general meeting convened in the hall and/or by postal or email ballot, as determined by the Board of Directors, sent to all voting members by December 1 of each election year. Member ballots must be returned to the Secretary no later than December 20th (mail or email must be received no later than three (3) days in advance). The secretary tallies the votes and reports the results to the board of directors. Candidates who received the most votes will be declared elected. A new vote will resolve a tie.
Special elections: If a vacancy occurs on the board of directors or officers between elections, the vacancy may be filled by a majority vote of the board of directors, as appropriate, or by special election. If the board decides to hold special elections, the chairman of the board of directors will duly appoint an election commission to nominate candidates, which will conduct elections in the prescribed manner in accordance with the charter.
Directors or officers appointed by the Board or elected by special election to fill a vacancy shall hold office until the next regularly scheduled election.
Compensation: Directors and officers may receive reasonable compensation at the board of directors’ discretion.
Assuming duties: Newly elected officers and directors may be appointed at any time after their election, but they shall be responsible for the period after their appointment or election until their removal or reelection;

Article 9

Election commission

Section 1: Establishment of the Election Commission The Board of Directors shall establish a temporary Election Commission with the mission of overseeing and conducting elections in accordance with the association’s bylaws.

Section 2: Responsibilities of the Election Commision – The Election Commission is responsible for conducting and overseeing the election process for the President, Directors, and other officials of the association. The commission shall ensure that the election process adheres to the principles of transparency, fairness, and compliance with the association’s bylaws.

Section 3: Formation and Composition – No later than the first of August of each election year, the Board of Directors shall appoint an Election Commission of three (3) members selected from the Board of Directors. One member shall be designated as the Chairman of the Election Commission. All candidates must provide written consent to have their names included in the nomination process.

Section 4: Authority and Accountability The Election Commission shall report directly to the Board of Directors and is accountable for delivering accurate and timely election process results.

Section 5: Dissolution of the Election Commission – The Election Committee shall be dissolved automatically upon the successful conclusion of the election process and submission of the final election report to the Board of Directors.

Article 10

Books and Records

Section 1- Corporate Records GABA shall maintain comprehensive books and records to demonstrate compliance with applicable tax regulations. These records shall document all sources of receipts and expenditures reported on the Association’s annual return and any tax returns it is required to file. The original or attested copies of the Articles of Incorporation, Bylaws, and records of all meetings of the incorporators and members, and the membership and

fundraising records, which shall contain the names of all members and contributors and their recorded address of each such person or corporation, shall be kept at the principal office of the Corporation. Such copies and records shall also be available at all reasonable times for inspection by any member for any proper purpose but not to secure a list of members or other information for the purpose of selling lists or informational copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member or contributor, relative to the affairs of the Corporation.

Section 2 – MEETING MINUTES – As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate books/records.

Section 3 – RETENTION OF RECORDS – The Corporation shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by the committee on behalf of the Board, and all waivers of notices of meetings. general, the retention period of any correspondence and various documents is determined for a period of 10 years, after which the retention period can be extended by the decision of the board of directors and the approval of the treasurer;

Section 4 – ACCOUNTING RECORDS – The Association shall ensure its financial records are accurate, complete, and maintained to facilitate compliance with federal, state, and local tax laws. Records shall be readily available for review by authorized personnel and regulatory bodies to verify the accuracy of reported financial information. The association shall maintain appropriate accounting records. In general, the retention period of any correspondence and various documents is determined for a period of 10 years, after which the retention period can be extended by the decision of the board of directors and the approval of the treasurer

Section 5 – LEGIBILITY OF RECORDS. Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request. As for association orders, resolutions, decisions, annual budget documents, tax declarations, decisions of the general meeting, real estate contracts, contracts with employees, and other important documents, the retention period can be determined for life by the decision of the board of directors.

Article 11

Confidentiality Policy

Section 1 – Confidentiality Obligation – All individuals with access to the association’s internal records, including but not limited to Directors, Officers, employees, and committee members, have an obligation to maintain the confidentiality of such records. Confidential information must not be disclosed, sold, or published to any third party without prior written authorization from the Board of Directors.

Section 2 – Use of Confidential Information – Confidential records and information may only be used for purposes directly related to the association’s operations and in accordance with established policies and legal requirements.

Section 3 – Protection of Records – Appropriate measures shall be taken to safeguard all confidential records, both in physical and electronic formats, against unauthorized access, disclosure, or misuse.

Section 4 – Consequences of Breach – Any breach of this confidentiality policy may result in disciplinary action, including but not limited to termination of employment, removal from office, or legal action, as deemed appropriate by the Board of Directors.

Article 12

Revenue Sources

Section 1- the sources of revenue – The organization shall generate revenue to support its mission, objectives, and activities in alignment with its status as a tax-exempt entity under Section 501(c)(6) of the Internal Revenue Code. All revenue-generating activities must comply with applicable federal, state, and local laws, as well as the organization’s bylaws and financial policies.Permitted by the 501c6 activies.

Article 13

Amendment of ByLaws

Section 1 Amendment of ByLaws – The ByLaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

Section 2 Emergency Bylaws- The Board may adopt emergency Bylaws that operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States, a nuclear or atomic disaster, or another force majeure incident.

Section 3 Compliance With State Law – Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions where the Corporation operates or conducts business.

Article 14

Indemnification

Section 1 – Any director or officer who is involved in litigation because of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

Certification

___________________, President of GABA, and ___________________, Secretary of GABA, We confirm that the above is a true and correct copy of the Charter of the Organization, which was adopted and approved by the General Meeting of the Association on 09/22/2024 and amended and clarified on 02/02/2025, by decision of the General Meeting of the Association.

By.: _____________________________ Date: ___/___/_______

[Name], President

Ketevan Gold

By.: _____________________________ Date: ___/___/_______

[Name], Secretary

Gogita Mamporia