GRENA

(Registered Union)

Statute

Approved by the founders of the “Georgian Research and Educational Networking Association”

GRENA on July 16, 1999.

Tbilisi 1999

Chapter I

General Provisions

1.1 “Georgian Research and Educational Networking Association” - a registered Union (hereafter “the Association”) is a nonprofit legal person of private law, founded on the basis of the Civic Code of Georgia. Its full name is:

In Georgian - “საქართველოს სამეცნიერო - საგანმანათლებლო კომპიუტერული ქსელების ასოციაცია” - გრენა;

In English - “Georgian Research and Educational Networking Association” - GRENA;

1.2 The organizational and legal form of the Association is union. The Association has its property, by which it is responsible in its own name. The Association obtains rights and responsibilities, makes deals and may serve as a plaintiff or a defendant in the court.

1.3 In its activities the Association is directed by the Constitution of Georgia, the Civic Code of Georgia, other normative acts and this statute.

1.4 The legal address of the Association is: 380062 Tbilisi, Chavchavadze ave. 74.

Chapter II

The Goals of the Association's Activities

The Goal of the Association is:

2.1 By means of the modern information technologies to create the infrastructure of computer and telecommunication network that will unite Georgia's educational and scientific institutions, non-commercial information resources, museums and libraries into a single information system.

2.2 To connect the above described network to international telecommunication networks.

2.3 To promote the development of information centers and networks in Georgia's educational and scientific institutions.

2.4 To connect Georgia's educational, scientific and non-governmental/non-commercial organizations to GRENA's network.

2.5 On the first stage (1999-2001) the above-mentioned activities will be carried out on the basis of the “Development of Network Infrastructure of Georgian Research and Educational Networking Association (GRENA)” project.

Chapter III

Forms and Activities of the Association

To achieve the goals determined by this statute the Association will carry out the following activities:

3.1 By means of modern information technologies the Association will create the infrastructure of computer and telecommunication network, which will connect into single information system Georgia's educational institutions, libraries, museums and other non-commercial organizations.

3.2 The Association will promote the development of information centers and networks in Georgia's educational and scientific institutions, and their connection to international telecommunication networks.

3.3 The Association may carry out supplementary commercial activities. The entire income obtained from these activities must be used for achieving the goals of the Association.

3.4 The Association may carry out other activities, which are not legally restricted and which put forward the achievement of the Association's goals.

3.5 The Association will carry out its activities through implementation of scientific-technical projects.

Chapter IV

Founders of the Association

The founders of the Association are the following:

Academy of Sciences of Georgia

Tbilisi State University

State Technical University of Georgia

Tbilisi State Pedagogical University

Tbilisi State Medical University

State Agrarian University of Georgia

High Energy Physics Institute of Tbilisi State University

Open Society - Georgia Foundation

Chapter V

Association Membership

5.1 The founders listed in Chapter IV of this Statute become members of the Association from the moment of approval of the decision on creating the Association.

5.2 The membership of the Association is open to: a non-commercial organization registered in Georgia, educational institution, or Georgian branch of a foreign non-commercial organization, and a private person which embraces the requirements of the Association's statute, whose activities correspond to the goals of the Association and who actively cooperates with the Association. A member of the Association has the rights of the Association member and is obligated to carry the responsibilities delegated to him or her. A member of the Association pays the membership fee.

5.3 The founders of the Association delegate their rights in the field of computer, information infrastructure and Internet services development in Georgia to GRENA.

5.4 In the name of GRENA the founders seek for external funding for the purposes of the Association's development.

5.5 A person willing to become a member of the Association in a form of a written application addresses the supervisory board of the Association, which in its turn makes the decision on accepting the member during the following six months.

5.6 The termination of the Association membership is determined by a legally established rule.

5.7 A member of the Association notifies the supervisory board in written regarding the termination of membership.

5.8 In case of violation of or failure to meet the requirements set forth in this statute the general assembly by the majority of votes may exclude a member from the Association. The excluded member has the right to appeal to the court against the decision of the general assembly.

Chapter VI

The Rights and Responsibilities of the Association member

A member of the Association has the following rights and responsibilities:

6.1 To participate in the work of the general assembly.

6.2 To nominate his/her/its representative in program bodies of the Association.

6.3 To obtain the full information on the activities of the Association.

6.4 To appeal to the court against a decision of the general assembly.

6.5 To use the information and material-technical means owned by the Association in accord with the goals of the Association.

6.6 To comply with the statute and the regulations of the Association.

6.7 To protect the integrity, reputation and property of the Association.

6.8 To participate in meetings organized by the Association.

6.9 To refuse the membership of the Association and leave.

6.10 A member of the Association may have other rights that do not contradict the active legislation and this statute.

Chapter VII

Structure and Governance of the Association

7.1 The top governing body of the Association is the general assembly of the Association members, which meets upon the request of the supervisory board at least once a year. Stemming from the interests of the Association an extra meeting of the general assembly may be called for in written request indicating the agenda by one fifth of the Association members or one third of the supervisory board members. In the latter case the general assembly meeting should be called for during one month after the written request.

7.2 All the members of the Association must be notified regarding the general assembly meeting in written or by publishing the information in print indicating the agenda at least two weeks prior to the meeting date.

7.3 The general assembly is considered authorized if attended by more than a half of its members. The general assembly makes decisions by the majority of the votes. The decision on changing the statute is made by two thirds of the attending members' votes, while the decision on altering the goal of the Association requires four fifths of Association members' votes. Decisions at the general assembly meetings are made by open pole.

7.4 Each member has one vote. Any decision is considered legitimate if beforehand included in the agenda of the meeting. Those members not attending the meeting may participate in voting in written. Their rights are equal to the rights of the attending members.

7.5 The general assembly: a) Approves, amends and makes changes to the statute of the Association;

b) Defines main goals and directions of the Association's activities;

c) Elects The supervisory board for a term of four years, meets the request of The supervisory board members regarding the cessation of the member rights, makes decision on dismissal of a board member in case if The supervisory board member systematically violates this statute or exhibits the improper for a board member behavior;

d) Hears the report of the board;

e) Approves the priority directions of the Association's activities presented by the board;

f) Elects the auditing commission of the Association consisting of three members that are not at the same time members of the board;

g) Makes decisions on reorganization or liquidation of the Association;

h) May create the advisory board of the Association the membership and the number of members of which is previously defined by the board;

i) Approves the annual schedule of the board;

j) Makes decisions regarding the issues that according to this statute are not included in the activities of the board.

The Supervisory Board

7.6 The supervisory board represents the collective governing body of the Association the goal of which is to implement decisions of the general assembly and objectives of this statute. The supervisory board operates according to the regulations set by the supervisory board itself.

7.7 The general assembly of the founders' representatives elects the supervisory board for a term of four years. The term of office of the supervisory board may continue after four years (but for no more than two months) before elections of the new board.

7.8 If any member leaves the supervisory board the general assembly elects a new member of the supervisory board for the rest of the term.

7.9 The board: a) Previously defines and presents to the general assembly for the approval the main directions of the Association's activities;

b) At the meeting by open poll and with two thirds of the votes appoints an executive director;

c) Manages the property of the Association, and if necessary obtains the permission of the general assembly regarding the issue;

d) Calls for the generally assembly meeting and ensures its organization;

e) Decides upon acceptance of new members by open poll;

f) Carries out other activities, which correspond to or are necessary in order to fulfill the decisions of the general assembly and which do not contradict with legal requirements;

7.10 Board meetings are held as deemed necessary but not less than once in three months.

7.11 A board meeting is authorized if attended by two thirds of the supervisory board members. Decisions are made by the majority of votes of the attending members (except for the case in 7.9 b).

7.12 Between the general assembly meetings The supervisory board is considered the top governing body of the Association.

7.13 Approves the budget of the Association, short term and long term development priorities, strategic plans and projects for fundraising purposes.

7.14 Elects the chairman by the decision of the two thirds of board members' decision. The chairman leads the supervisory board meetings.

7.15 Invites the heads of proper sub-divisions (hereafter “groups”) of organizations participating in “project” related activities. According to the “project” these organizations and their sub-divisions are the following: a) Higher Energy Physics Institute of Tbilisi State University;

b) Computing Mathematics Center of the Academy of Sciences of Georgia;

c) Telecommunications department of the State Technical University;

d) Internet Center of the Open Society - Georgia Foundation.

7.16 Approves the list of institutions considered in the “project” to be connected to the network.

7.17 Supervises the implementation of the “project”.

7.18 Rights and responsibilities of The supervisory board members are: a) To participate in The supervisory board meetings;

b) To report to The supervisory board on activities carried out;

c) To carry out the assigned activities within their competency in accord with this statute, and the active legislation;

7.19 The data on the members of the supervisory board is attached to this statute and represents the inseparable part of it.

The Executive Director

7.20 The executive director, elected for a term of three years by the board, administers the current activities of the Association. The executive director is not a member of the board.

7.21 The executive director: a) Administers and leads the activities of the Association to achieve the goals defined by this statute and also carries out general, everyday management;

b) Opens and closes bank accounts, defines the staff list of the personnel and approves its cost accounting;

c) Manages the financial resources of the Association, its property and is responsible for reasonable utilization of these resources for fulfillment of the Association's functions as defined in the statute;

d) Creates task groups as indicated by the board;

e) Issues orders within the boundaries of this statute and the competency defined by the board. Signs official papers of the Association (financial documents among them);

f) Makes deals in the name of the Association and represents the Association in relations with a third party;

g) Hires and dismisses staff members with the consent of the board;

h) Contracts invited specialists;

i) Coordinates the cooperation of the Association with foreign organizations. Participates in the work of the Association related tender and other types of commissions or assigns his/her representative;

j) Fulfills other functions as defined by this statute and the active legislation;

k) Is obligated to present to the board, Association members, and authorized government bodies the documentation of the Association in accordance with the rule set forth by the active legislation;

7.22 After the expiration of the term of office or in case of the executive director dismissal the decision on appointment of a new director is made on the first meeting of the board.

7.23 By the decision of the supervisory board supervision of individual projects of the Association may be assigned to a coordinator. The latter, on the first stage of the Association's existence, is a co-director of the “project” - the executive director of the Open Society - Georgia Foundation. Coordinator of the Association: a) Supervises the “project”;

b) Signs the financial documents of the “project”;

c) Within the boundaries of the “project” signs agreements in the name of GRENA and represents it publicly;

d) Carries out unforeseen activities within the “project” in agreement with The supervisory board of GRENA;

e) Reports to The supervisory board of GRENA and the general assembly of the members;

f) The coordinator of the Association may delegate part of his/her responsibilities to another person;

Chapter VIII

Property and Finances of the association

8.1 Sources of the Association's property and financial income are the following: a) Grants

b) Donations

c) Membership fees

d) Other property and financial resources obtained according to a legally established rule.

8.2 The property and finances of the Association may only be used for the achievement of the Association's goals.

8.3 The auditing commission of the Association, which reports to the general assembly, carries out periodic control of the financial activities of the Association.

Chapter IX

Reorganization and Liquidation of the Association

9.1 Reorganization (merger, unification, division, separation, transformation) and liquidation of the Association take place according to a legally established rule.

9.2 Liquidation of the Association takes place by the decision of the general assembly with two thirds of the votes: as a result of the goal achievement, bankruptcy or registration annulment.

9.3 The supervisory board carries out the Association liquidation procedure. The supervisory board has to settle current issues, ensure the valuation of the property left, meet the requirements of creditors, and divide the property left in accordance with point 9.4 of this statute. If there is a mediation of the general assembly or the board, the court may assign other liquidator.

9.4 The property left as a result of the liquidation procedure is passed over to another Georgian organization with similar goals.

9.5 Information regarding the liquidation of the Association must be published in print media. Division of the property may take place in a year after publication of the information about liquidation.