CHARTER

OF INTERNET EXCHANGE ASSOCIATION NONENTREPRENEURIAL (NON-COMMERCIAL) LEGAL ENTITY

Table Of Contents

Chapter I. General

Article 1. General Provisions

1.1. “Georgian Internet Exchange Association” is a non-profit (non-commercial) legal entity based on the membership of persons, in accordance with the Civil Code of Georgia (hereinafter referred to as the “Association”).
 
1.2. The entity is considered to have originated from the moment of registration with the register of entrepreneurs and non-entrepreneurial (non-commercial) legal entities.
 
1.3. The name of the organization in Georgian is: “Georgian Internet Exchange Association”, abbreviated as “IX ასოციაცია”.
 
1.4. Name of the organization in English: Non-commercial Legal Entity “Internet Exchange Association of Georgia”, abbreviated as “IX Association”.
 
1.5. Legal form: Non-profit (non-commercial) legal entity.
 
1.6. Legal address: 3/5 Petriashvili Str. 0179 Tbilisi Georgia
 
1.7. The Association is independent of the status of the person (persons) having its management and representative authority.
 
1.8. The liability of the Association is limited to its property. The person (persons) with its management and representation authority are not responsible for the liability of the Association.
1.9. The Association is not responsible for the liability assumed by the person (persons) having its management and representation authority.
 
1.10. Goals of activities of the Association are as follows:
• Supporting the exchange of local Internet traffic in Georgia;
• Promoting high speed connection to the global net;
• Organizing data centers to facilitate the Internet exchange process;
• Supporting the development process of the telecommunications sector of Georgia;
• Promoting competition in the telecommunications sector
 
1.11. The Association is authorized to engage in other activities that are not prohibited by law, from which the profits should be used only to achieve the goals of this Association and to promote them. The distribution of profits from such activities among the founders of the Association, donors, as well as persons with management and representation authority, is not allowed.
 
1.12. The property owned by the Association may be alienated if the alienation serves its activities and organizational development, contributes to the achievement of its goals.
 
1.13. The Association is incorporated for an indefinite period of time, has a letterhead and is entitled to membership of international organizations in accordance with the lines of its activities and the interests of its members.
 
1.14. Electronic address of the Association is as follows: hello@gix.ge

Chapter II. Membership of Association and Related Regulations

Article 2. Member of Association, Procedures of Admission to Membership of Association

2.1. Only a legal entity or an individual entrepreneur may be a member of the Association who works in the field of electronic communications and shares the goals of the Association.
 
2.2. The founders of the association are as follows:
 
1. Brand Name: Green Networks LLC
Legal form: Limited Liability Company
Identification number: 440889200
Legal address: Georgia, Kareli district, village of Kvenatkotsa, 7th Str., №12
Registration date: 09/11/2016
Management / Representation Director – Levan Omadze, personal number: 43001008553.
 
2. Brand Name: United Telecom LLC.
Legal form: Limited Liability Company
Identification number: 405401337
Legal address: 3 Anna Politkovskaya Str., bl. 14. entrance 2, 7th floor, apt. 65, Vake District, Tbilisi, Georgia
Registration date: 03/07/2020
Management / Representation Director – Avtandil Lominadze, personal number: 60001004945
 
3. Brand Name: Airnet LLC
Legal form: Limited Liability Company
Identification number: 437058103
Legal address: 55A I. Gogebashvili Str., Ozurgeti, Georgia
Registration date: 03/03/2010
Management / Representation Director – Shota Mikadze, personal number: 33001020680
 
4. Brand Name: Skytel LLC
Legal form: Limited Liability Company
Identification number: 400013748
Legal address: Georgia, Tbilisi, Nadzaladevi district, D. Guramishvili Ave., N 23A
Registration date: 29/12/2010
Management / Representation: Director – Archil Khojashvili, personal number: 01017007444
 
5. Brand Name: Airmax LLC
Legal form: Limited Liability Company
Identification number: 400034645
Legal address: Georgia, Zestafoni, Staroselski Str. №1
Registration date: 24/01/2012
Management / Representation Director – Besiki Tsakadze, personal number: 18001005306
Director – David Jojua, personal number: 01001036708
 
6. Brand Name: Svirinet LLC
Legal form: Limited Liability Company
Identification number: 430031583
Legal address: Georgia, Zestaponi, village Meore Sviri
Registration date: 04/08/2015
Management / Representation Director – Besiki Tsakadze, personal number: 18001005306
 
7. Brand Name: VGS Network LLC
Legal form: Limited Liability Company
Identification number: 438724490
Legal address: Georgia, Samtredia, Javakhishvili Str., № 8
Registration date: 29/07/2011
Management / Representation Director – Vakhtang Chigogidze, personal number: 37001006837
 
8. Brand Name: Ordunet LLC
Legal form: Limited Liability Company
Identification number: 419984869
Legal address: Georgia, Zugdidi, Levan II Dadiani Str., N 2, apt. 32
Registration date: 25/11/2011
Management / Representation Director – Vakhtang Gamsakhurdia
Personal number: 62009000409
 
9. Brand Name: AirConnect LLC
Legal form: Limited Liability Company
Identification number: 400065683
Legal address: Georgia, Tbilisi, Nadzaladevi district, D. Guramishvili Ave. N 12a, bl. 2, apt. 5
Registration date: 01/11/2012
Management / Representation Director – Davit Tsertsvadze, personal number: 01010007185
 
10. Brand Name: MAXNET LLC
Legal form: Limited Liability Company
Identification number: 439393390
Legal address: Georgia, Tbilisi, Gldani-Nadzaladevi district, D. Guramishvili Ave. 12a, bl. №5, area №13
Registration date: 24/01/2013
Management / Representation – Director – Teimuraz Sardarov, personal number: 01024038484
 
11. Brand Name: Express Network Ltd
Legal form: Limited Liability Company
Identification number: 415090608,
Legal address: Georgia, Poti, Guria Str., N 187, apt. 11
Registration date: 22/11/2013
Management / Representation – Director – Tristan Malazonia, personal number: 42001029721
 
2.3. A person wishing to become a member will apply to the Board of Association for membership. The application must be accompanied by a document certifying a state registration of legal entity and / or individual entrepreneur;
 
2.4. No additional information and/or documentation apart from the information specified in paragraph 2.3 of this Charter shall be required from a membership applicant for making a decision on his/her membership.
 
2.5. A decision on admitting or rejecting a membership applicant is made by the Board of Association by a majority of listed members, by secret voting. Chairman of the Board notifies the applicant in written on the voting results.
 
2.6. An applicant for membership of Association acquires a status of member as soon as the Board makes a decision on admitting the applicant to membership of Association. Board members have the right to express their will on the admission of an applicant to membership openly, giving a relevant written notice, which shall be included in the minutes of the Board meeting.
 
2.7 In order to leave from the Association, it is sufficient to file an application with the Board of Association.
 
2.8 Expulsion from the membership of Association is done by a decision of the Board, when any of the cases stipulated for in 
Article 4 of this Charter occurs.

Article 3. Rights and Obligations of Member of Association

3.1 Rights of the Member of Association are as follows:
a) Participate in working of the General Meeting of the Association with a consultative vote;
b) Elect and be elected to the Board of Association;
c) Participate in general meetings and projects of the Association;
d) Receive any information from the managing bodies and persons of the Association about the activities of the Association;
e) Use the information and logistical resources owned by the Association in accordance with the goals of the Association, as far as possible.
f) Resign from the membership of Association.
 
3.2 Obligations of the Member of Association are as follows:
a) Comply with the Charter, internal regulations and decisions made by the governing bodies of the Association;
b) Take due care of the authority, reputation and property of the Association;
c) Participate in the activities of the Association in accordance with its capabilities and interests;
d) Pay membership fees in the manner and amount established by the General Meeting;
e) Fulfill other obligations defined by the Georgian legislation.
 

Article 4. Termination of Membership of Association

 
4.1 An authority of the Member of Association is terminated by a decision of the Board of Association, in the following cases:
1. Nn the basis of his/her application;
2. In case of non-payment of membership fees for a total of three months;
3. In case of liquidation of the Member;
4. When carrying out activities that are contrary to the rules as well as goals of the Association;
5. In case of confirmation of inaccuracy of any information submitted by the Member and / or in case of occurrence of any such circumstances, which exclude his / her activity as a telecommunication operator in Georgia;
6. In case of gross violation of this Charter as well as decisions of the General Meeting and of the Board of Association;
7. In the event of such actions that damage the reputation and image, property of the Association or pose a real threat of such damage.
 
4.2 The Member will be notified on the meeting for termination of the membership of Association and will be invited to such a meeting. A decision on termination of the membership is valid as soon as the decision is made. All members must be notified in written of the said decision..
Chapter III. Managing the Association
Article 5. Management Bodies of the Association
The managing bodies of the Association are: the General Meeting of Association and the Board of Association.

Article 6. General Meeting

6.1 The highest governing body of the Association is the General Meeting of members of the Association, which is usually held at least once a year.
 
6.2. Extraordinary General Meeting is held by the Board, which is convened either on its own initiative, or at the request of the Chairman of the Board and / or at the joint request of at least 3 members of the Association. The same persons have the right to request changes in the agenda of the meeting at the General Meeting, which is decided by a simple majority of the members present;
 
6.3. The Chairman of the Board of Association convenes the General Meeting and determines its agenda;
 
6.4. The General Meeting is authorized if it is attended by more than half of the Members.
 
6.5. The General Meeting makes decisions by a majority vote of the Members present, unless otherwise provided by the Charter. In the absence of a quorum, a meeting shall be convened again no later than in two weeks, with the same agenda. The said meeting is eligible regardless of the number of members present.
 
6.6. Each member of the association has one vote. No vote shall be transferred to anyone.
 
6.7. General Meeting:
a) Adopts the Charter of the Association by a two-thirds majority of the attendees and makes amendments to it;
b) Approves by the majority of the attendees strategic directions of the activities of the Association and an action plan for the next year presented by the Chairman;
c) Monitors the implemented activities;
d) Decides on the reorganization of the Association by two thirds of the attendees;
e) Decides on liquidation of the Association for the four fifths of the Members.
f) Approves a budget of the Association, amount of membership fees, terms and periodicity of payment thereof;
g) Approves a report of the Chairman of the Board;
h) Elects and dismisses members and chairmen of the Board.
 
6.8. The Member of the Association has one vote.
 
6.9 A person representing the Member of the Association must present the relevant document at the General Meeting (extract from the register or a special power of attorney issued by an authorized person);
 
6.10. An invitation and an agenda of the General Meeting of the Association shall be sent either in writing and / or via e-mail or postal service to the address specified by the Member, no later than 14 calendar days prior the General Meeting. In case the Member does not confirm the receipt of the invitation by e-mail, the Chairman of the Board is obliged to send a written invitation. Information on the appointment of the General Assembly should also be posted on the Association’s website www.ixp.ge;
 
6.11 3 days prior to the General Meeting, the Members of the Association submit information on additional issues to the Chairman of the Board to the e-mail address of the Association or in writing;
 
6.12. The General Meeting is chaired by the Chairman of the Board of Association;
 
6.13. Minutes of the meeting is drawn up on the proceeding of the General Meeting and any decisions made at the General Meeting and signed by the Chairperson of the Meeting;
 
6.14. The General Meeting makes decisions by open voting, except for the election of the members of the Board and the Chairman of the Board. When resolving a number of issues, members of the Meeting are entitled to request a closed voting on a number of issues.

Article 7. Board of Association

7.1 Unlimited powers of management and representation of the Association are exercised by the Chairman of the Board of the Association, who is elected for a term of 2 years.
 
7.2 All representatives of the Association shall conduct the affairs of the Association in good faith and in accordance with the interests of the Association.
 
7.3. The Association is managed by the Board of Association, which consists of 5 (five) members, who are elected by the General Meeting for a term of 2 years;
 
7.4. A member of the Board of Association may be a person who is duly authorized and enjoys a trust of the members of the Association;
 
7.5. Ordinary members of the Board (except for the Chairman of the Association) do not receive remuneration for fulfilling the duties of the members of the Board of Association;
 
7.6. Board members are elected by a majority vote of the members present at the General Meeting. In case of equality of votes, a repeat voting is held, during which in case of inability to identify a candidate, another candidate is nominated or the Meeting is postponed for a period of two weeks;
 
7.7. The General Meeting shall elect the Chairman of the Board from the 5 members elected by the Board by a majority of votes;
 
7.8. Meetings of the Board are held at least once every three months convened by the Chairman of the Board. Notification shall be sent for convening a general meeting in accordance with the procedures set forth in Article 6 of this Charter. The Chairman of the Board of Association also sends information about the meeting of the Board to the members of the Association;
 
7.9. A meeting of the Board is open and can be attended by all members of the Association;
 
7.10 Meeting of the Board, in case of urgency, may be held in the form of an Internet conference with the consent of the members of the Board;
 
7.11. The powers of the Board include deciding on the following issues:
a) Deciding on admitting a member of the Association;
b) Determining main directions of the activities of the Chairman of the Board as well as internal regulations of the Association;
c) Approval of the terms of staffing table and wages of the Association;
d) Enforcement of the decisions of the General Meeting and control over implementation thereof;
e) Convening general meetings;
f) Prepare a budget of the Association for the next year and submit that budget to the General Meeting for approval;
g) Issuing a permit on behalf of the Association for concluding such transactions, which are beyond the powers of the Chairman of the Board, in particular:
– Concluding transactions that exceed 5% of the annual budget of the Association;
– Renting, purchasing of real estate;
– All transactions, according to which the organization has to assume monetary obligations significantly excessing the annual budget approved by the General Meeting.
h) Preparation of the annual report and submission thereof to the General Meeting.
 
7.12. The Board may make a decision if it is attended by at least 3 members. Each Board members has one vote. Board members have the right not only to express their will at the General Meeting but also to submit their views in writing in advance on a specific issue of the agenda;
 
7.13. Minutes of the Meeting of the Board shall be drawn up and signed by the Chairman and all members present. The opinions of those members who have expressed their views electronically shall be recorded in the minutes. The minutes are sent to all members, as well as to all members of the Board by the Chairman of the Board.
 
7.14. Board meetings are usually held in the office of the Association. If necessary, another address may be selected or it may be held remotely.

Article 8. Chairman of the Board

8.1. The term of office of the Chairman of the Association starts from the moment of election and continues until the election of a new Chairman.

 
8.2. Chairman of the Association:
a) Manages the activities of the Association to achieve the Charter goals, directs the Association and chairs the meetings of the Board and the General Meetings;
b) Decides on the issue of joining by the Association the coalitions formed for a specific purpose and notifies the members of the General Meeting thereon;
c) Supervises the management of the Association’s financial resources and other tangible assets;
d) Signs financial documents of the Association;
e) Convenes the General Meeting and the Board Meeting, sets the agenda and makes amendments thereto;
f) Prepares reports of the Association, as well as a draft budget for the following year for submission and approval to the General Meeting;
g) Prepares and informs other members about the information on admission to the Association;
h) Implements the decisions made by the Board;
i) Prepares and submits to the Board all the issues, the solution of which is within the competence of the Board;
j) Acts on behalf of the Association and represents it in relations with third parties;
k) Disposes of the funds and material resources of the Association as per established procedures within the scope of its competence and is responsible for their proper use;
l) Approves projects of the programs to be implemented;
m) Enters into agreements on project-related issues on behalf of the Association;
n) Appoints and dismisses project coordinators, employees of the Association;
o) Ensures the maintenance of the Association’s office logbook, systematizes decisions of the General
Meetings as well as the Board Meetings and manages the staff of the Association;
p) Enforces decisions of the General Meeting and of the Board of Association;
q) Prepares lawsuits and applications on behalf of the Association and in order to protect the interests of its members, signs and submits them to the relevant authorities, the Regulatory Commission and / or court;
r) Performs other functions and duties assigned to him/her in accordance with this Charter.
 
8.3. Only the General Meeting may terminate the term of office of the Chairman for failure by the latter to fulfill the duties defined by this Charter, for abusing its powers or for acting inconsistent with the statutory objectives of the Association. In such a case, the General Meeting shall elect a new Chairman within one month.
 
8.4. The Chairman has no right to be in the public service at the same time or to engage in activities that interfere with his / her exercise of the chairman’s powers due to workload or conflict of interests.
8.5 The term of office of the Chairman of the Board shall be terminated ahead of time by the decision of the Board, if he / she fails to fulfill his / her obligations or fulfils them improperly.

Chapter IV. Final Provisions

Article 9. Property of the Association

9.1. The sources of income of the Association are as follows:
a) Membership fees of the members of the Association;
b) Funds and property received through grants;
c) Donations and other incomes permitted by law.
 
9.2 Financial reports of the Association are submitted to the next general meeting of the Association, and the Chairman of the Board prepares a quarterly report to be submitted to the Board;
 
9.3 The property of the Association is not distributed among its members and its use is allowed only for the purposes of the Association.

Article 10. Liquidation/reorganization of the Association

10.1. The reorganization of the Association is carried out in accordance with the procedures established by the Georgian legislation;
 
10.2. Liquidation of the Association is carried out in result of achieving the goal, and / or on the basis of a guilty verdict of a court that has entered into legal force in a criminal case, and / or in case of bankruptcy and / or in accordance with Article 381 of the Civil Code of Georgia.
 
10.3. During the liquidation, current cases should be completed, claims should be determined, any remaining property should be expressed in money, creditors should be satisfied and the remaining property should be distributed to the authorized persons.
 
10.4. The decision of the founders on starting the liquidation process of the Association must be registered with the register of entrepreneurs and non-entrepreneurial (non-commercial) legal entities. The liquidation process is deemed to have started from the moment of its registration.
 
10.5. The founders of the Association shall define the persons entitled to receive the property remaining as a result of the liquidation. During the liquidation of the association, property can be alienated if:
a) The alienation promotes the realization of the goals set by it;
b) Serves charitable purposes;
c) The property is transferred to another non-profit (non-commercial) legal entity.
 
10.6. It is prohibited to distribute the property remaining in result of liquidation among the founders and persons with management and representation authorities of the Association.
 
10.7. If the founders of the Association have not determined the person entitled to receive the property remaining in result of liquidation, the court shall transfer the property remaining in result of its liquidation to one or more non-profit (non-commercial) legal entities that have the same or similar objectives as the liquidated entity. If there are no such organizations or it is impossible to identify such organizations, then a decision may be made to transfer this property to the state. The court may distribute the property 6 months after the registration of the commencement of the liquidation process.
 
10.8. Liquidation is carried out by a person (persons) with the authority of management or by a liquidator appointed in accordance with the procedures established by law. The liquidator is liable as a person with management and representation authority.

Article 11. Final Provisions

11.1. This Charter (the Founders’ Agreement) enters into force upon signing thereof by all founders.
 
11.2. If any provision of this Charter (the Founders’ Agreement) is declared invalid, it will not affect the validity of the other provisions of the Charter.
 
11.3 In case of discrepancies between this Charter and the current legislation of Georgia, the law shall apply.

SIGNATURES

Green Networks LLC
Director – Levan Omadze
Personal Number: 43001008553

United Telecom LLC Director
Avtandil Lominadze
Personal number: 60001004945

 

Airnet LLC Director
Shota Mikadze
Personal number: 33001020680

 

Skytel LLC Director
Archil Khojashvili
Personal number: 01017007444

 

Airmax LLC Director
Besiki Tsakadze
Personal number: 18001005306

 

Svirinet LLC Director
Besiki Tsakadze
Personal number: 18001005306

VGS Network LLC Director
Vakhtang Chigogidze
Personal number: 37001006837

 

Ordunet LLC Director
Vakhtang Gamsakhurdia
Personal number: 62009000409

 

Express Network LLC Director
Tristan Malazonia
Personal number: 42001029721

 

AirConnect LLC Director
Davit Tsertsvadze
Personal number: 01010007185

 

MAXNET LLC Director
Teimuraz Sardarov
Personal number: 01024038484