Charter

I. GENERAL PROVISIONS

1. “NT” science, technology and innovation perspective lutsumerin Support Fund (the Fund) was established on the basis of voluntary property contributions by members and non-commercial organization, which seeks to develop scientific research, support for educational programs, introduction of new technologies , and other public benefit goals of improving the ecological situation.

3. The Foundation operates in the Republic of Armenia, Republic of Armenia §Himnadramneri law of the Republic of Armenia, international treaties and other legal acts and this Charter (the Charter) in accordance with the law, self-governance, equality, volunteerism, leadership, based on openness and collegiality .

4. The founders made 100 thousand. AMD proprietary investment.

5. The name,

1) full-Armenian “NT” science, innovative technology and long-term development support fund lutsumerin

2) Armenian abbreviated “NT” fund.

3) ռուսերեն լրիվ `Foundation for the Advancement of Science, innovation and long-term development,” Noyan Tapan “

4) Russian short, Фонд «Ноян Тапан»

5) անգլերեն լրիվ` Fund for the Advancement of Science, innovation and perspective development «Noyan Tapan»

6) The abbreviated English, Fund «Noyan Tapan»

6. The whereabouts of the mouse. Yerevan, Abovyan 28, 0009.

7. The Fund may establish branches and representative offices in the Republic of Armenia legislation, institutions, as well as the decision of the Board of Trustees, founded the nonprofit organizations that operate on the basis of the present Statute and within the framework of the law if it serves the attainment of the objectives of the Fund and in compliance with the goals.

8. The Foundation, in accordance with this Constitution and the laws of the Republic of Armenia, may become a member of international and foreign non-governmental organizations.

9. The Foundation’s symbol, the description of which is approved by the Board of Trustees.

10. The Fund may also seal his name, as well as the angle and form.

11. The Fund, as a property, that property is separate property and is responsible for its obligations, can bring its own name, acquire and exercise property and personal non-property rights, bear responsibilities, act as plaintiff or defendant in court.

12. The Fund has the right by law to open bank accounts in foreign banks in the Republic of Armenia and the Republic of Armenia drams or foreign currency.

13. The Fund will seek to make a profit. Various sources, as well as funds received from its economic activities are used only for the purposes set out in this Charter. 14. The founder is not liable for the obligations of the Fund, the Fund is not liable for the obligations of the founder. Founders are liable to state registration of the Fund for the obligations arising in connection with its creation.

II. FUND OBJECTIVES AND ACTIVITIES

15. The objectives are:

1) support the development of scientific thought.

2) training and retraining.

3) the creation of scientific and technological information network.

4) scientific seminars, conferences, forums.

5) According to scientists, the creation of new technologies developed by researchers and inventors and outreach support, their contribution to production and the economy.

6) the establishment of scientific and creative environment and proper maintenance

7) To help scientists and inventors to present their innovations to the public. Innovation and technology Ý the perspective of the authors or the leadership to create companies that will be involved in the further development of these technologies, production and investment.

8) Create scientists, researchers, inventors and creative environment conducive to ideas, discussion boards, television, newspapers, websites, clubs, and other specialized forms.

9) To contribute to obtaining quality education and vocational training of scientists. 16. In accordance with its objectives, the Fund may naevandzamb engaged in business activities in the field of research and innovation in technologies and production.

III. BENEFICIARIES OF THE FOUNDATION

17. The beneficiaries are non-governmental organizations, non-governmental organizations, scientific and educational organizations and individuals, including inventors, scientists, engineers and individuals offering innovative long-term solutions.

IV. FUND AND OTHER RIGHTS AND OBLIGATIONS

18. The Fund shall be entitled to the goals of its Charter,

1) to freely disseminate information about its activities.

2) To establish commercial organizations or to the participant.

3) create separate divisions (branches, representations) and institutions.

4) carry out other activities not prohibited by law.

5) reorganization

19. The Fund may engage in entrepreneurial activity personally or create business companies or to those of them who had taken the only decision the board of trustees.

20. The Fund shall,

1) in the Republic of Armenia Constitution, laws and regulations and in accordance with its charter.

2) To keep records and accounting law.

3) in cases prescribed by law the information and reports to state agencies.

4) perform other duties prescribed by law.

21. The Fund shall fund investing in physical and juridical persons, as well as the request of the competent national authorities, provide them, within 5 days of the Statute, the opportunity to get acquainted with additions and changes. The Fund is obliged to provide them with a copy of the Charter at the request of the parties. Fee charged for providing a copy of the Charter can not be greater than the cost of making. These documents are available free of competent state authorities.

22. The Fund shall provide assistance (including the Fund’s founders) have the right to:

1) Determine the nviaberats funds will be used to fund the project and to what extent.

2) If you wish to be involved as shareholders in companies emerging from the Fund if they accept the conditions set out in the Charter of the organizations.

3) the Fund’s management bodies, as well as contracts executed on terms in accordance with the Fund’s objectives and goals, receive advice, expertise, mediation, technical and other assistance.

4) to terminate their participation in the activities of the Fund at any time.

V. FOUNDATION BODIES AND THEIR POWERS

23. The Fund bodies are:

1) The body of the supervision and management of the Fund, the Fund’s Board of Trustees (hereinafter the Board). Board composition is set for 11 people.

Composition (1) The Board of Trustees is appointed by the founders unanimously.

2) the Fund’s current activities ghekavaroghe, Director of the Fund.

24. Board member’s mandate terminates.

1) On the basis of his written application.

2) In case of failure to perform its duties properly, at least 3/4 majority of the other members of the board. In case of termination of office of a Board member, the new member of the Board is appointed by a majority vote of the founders, within 30 days after receipt of notification by the Director.

25. Board members are entitled to:

1) submit proposals to the Council agenda and the questions discussed.

2) prepare and submit for consideration of the issues, proposals and draft resolutions.

3) to receive information on any matter relating to the activities of the Fund.

4) receive reimbursement of expenses for fulfillment of its obligations. 26. Board members are obliged to: 1) attend Board meetings.

2) During the performance of their duties in accordance with the best interests of the Fund.

27. Board of competence:

1) approval of the Fund’s strategic and annual plans.

2) implemented by the Fund (including myself) types of entrepreneurial activity.

3) approval of annual reports of the Fund’s budget and its changes, annual financial statements and the Fund’s activities.

4) approval of the property management.

5) decide on the reorganization of the Fund.

6) apply to the court decision on the liquidation of the Fund.

7) The appointment of a liquidation commission (liquidator), liquidation procedures and deadlines, approval of the interim liquidation balance sheet and approval of liquidation balance.

8) decision on early termination of office of the Board members.

9) Chairman of the Board, director and adoption of decisions on the selection and early termination of their powers of other bodies established by this Charter.

10) the formation of other bodies in the Charter.

11) of the charter changes and additions to the amendment of the Statute, establishing the new edition of Charter decisions.

12) the creation or participation in them, as well as their decisions regarding the creation and establishment of separate subdivisions and institutions statutes.

13) supervision of financial activities.

14) hearing annual reports of the Executive Director once.

15) monitoring of the implementation of its decisions.

16) The choice of the person carrying out the audit (auditor).

17) approval of the structure of the Fund.

18) approval of the Fund’s staff.

19) Law, the Charter provided, as well as other bodies of the Fund have not been reserved for other functions.

28. The jurisdiction of the Charter may not be assigned to another body.

29. The Chairman shall: 1) organize the work of the Council, the Council may establish temporary committees.

2) convene and chair the meetings of the Council.

3) organize the meeting minutes.

4) signs an employment contract with the director.

5) The Council reviewed a draft decision on the termination of office of Board members is stipulated by law.

30. The Director of the Fund authorized to decide on all issues of performance management.

31. The Director of the Board decisions.

32. The Director General is elected and dismissed by the Board.

33. The rights and duties established by law, the Charter and the contract signed with him. 34. The Director of the Foundation,

1) manage the Fund’s property, including financial resources, execute transactions on behalf of the Fund.

2) represent the Fund in Armenia and abroad.

3) operating without authorization.

4) powers of attorney.

5) enters into contracts, including employment.

6) Opens the foundation’s accounts (including foreign currency accounts).

7) the Foundation Board for approval the internal labor regulations, the separate units, institutions and regulations established by the Fund’s financial companies, the Fund’s organizational structure, staff list.

8) the limits of his competence issues orders and instructions for the implementation of the mandatory guidelines and monitor their implementation.

9) the procedure stipulated by the labor hire and dismiss employees of the Fund, including the Fund’s branches, institutions and workers.

10) provide incentives and disciplinary actions against workers.

35. The Director of the Fund may hold paid positions in other organizations only with the consent of the Council.

VI. The Fund’s units by the order of making decisions

36. The Board carries out its activities through sessions. The Board meets at least once a year. Council special session convened by the Chairman of the Board at least one second request, the agenda of the Council or its members. The Secretary of the Board in writing within 3 working days of the date and agenda of the Board members.

37. The session shall be valid if attended by more than half of the Board members. Each member has one vote in the Council. Council decisions are adopted by majority vote, unless the law or this Statute 39 and 40 of the cases provided for in the Constitution.

38. If any member of the Foundation Board has discussed the Board or its related person (parent, spouse, child, brother, sister, parent, child, brother or sister of the spouse) or other interests, then that member does not participate in the voting. .

39. The Chairman of the Board, election and dismissal of the director, as well as decisions about the Fund’s name change, amendment or new edition of the Constitution and the dissolution of the establishment shall be taken by majority vote of the Board members.

40. Decisions on the reorganization of the Fund shall be adopted by a qualified majority (2/3) of the total number of board members.

41. Board members may also participate in meetings through direct telecommunications.

42. The Board, sessions can be organized through surveys, using the possibilities of the Internet. In this case, decisions are taken by the Council during the meeting agenda on the Internet 10 days before and 7 days after their informed vote of the members.

43. Board meetings attended by the Director of the Foundation, binding advisory vote.

44. Ms. decisions independently, based on the decision of the Board and the Fund’s interests. 45. Board meetings in an advisory capacity may participate at the meeting.

VII. ՀԻՄՆԱԴՐԱՄԻ ԳՈՒՅ OA

46. The property transferred to the Fund by the founder of the foundation property. The Foundation uses that property for the purposes set out in this Charter.

47. The sources of the fund’s assets,

1) The founder’s contribution.

2) donations and contributions from individuals and legal entities, including foreign citizens, legal entities,

donations and contributions to international organizations.

3) Revenues of Armenia’s state budget.

4) grants.

5) Funds from the business operations of companies in the Fund or its participation.

6) Fund raising, funds received from activities aimed at accumulation (cultural, sports, entertainment and other events by finding money).

7) other means not prohibited by law.

48. The property shall be considered by itself created, acquired or other property deposited by citizens and organizations, including funds, shares, securities and other rights to intellectual property. 49. The entire property, income from economic activities are the property of the founder of the Fund and may not be allocated as profit. The Fund owns, uses, possesses his property, and only significance of this property is only relevant for the implementation of the Fund’s objectives set out in this Charter.

50. The contribution to the Fund for the purposes of certain legal or natural persons can be used for other purposes only with the consent of the contributor. Fund proceeds can be spent only for the purpose for which it was announced in advance.

51. The expenses of the Fund,

1) expenses on implementation of statutory objectives.

2) administrative costs, which may not exceed five percent of the revenue from that month.

52. The costs for implementation of the Charter of the Foundation’s budget should be expressed by individual objectives (programs) and the use of methods or the entities to which the funds will be distributed. These expenditures are included in the Fund’s property maintenance, growth and repair, as well as communication, costs for utilities, energy and construction.

VIII. ACCOUNTING AND REPORTING

53. The Fund Law and other regulations keep accounting records and submit reports.

54. Տնօրենը պատասխանատվություն է կրում Հիմնադրամի հաշվապահական հաշվառման կազմակերպման, դրա վիճակի և հավաստիության, տարեկան հաշվետվության, օրենքներով և այլ իրավական ակտերով սահմանված այլ հաշվետվությունները պետական կառավարման մարմիններ ժամանակին ներկայացնելու, ինչպես նաև Հիմնադրամի մարմիններին և այլ անձանց տրամադրվող տեղեկությունների հավաստիության համար՝ օրենքին, այլ իրավական ակտերին and in accordance with this Constitution.

55. The audit of the financial activities of the Fund shall be made by an independent auditor. 56. At the request of one third of the Board members can be made from the special audit.

IX. AMENDMENTS AND SUPPLEMENTS TO THE CHARTER OF THE FUND

57. The Fund may amend the Statute as founders, as well as the Council in the manner prescribed by this Charter.

58. If the regulation, unchangeable form of storage could cause such results, that it was impossible to foresee establishing funds, does not change its charter or body having jurisdiction, the court has the right to make changes to the implementing agencies or the Fund established under the law of the founder trustees or provisional application of Council based on:

X. FUND REORGANIZATION AND LIQUIDATION

59. The foundation may reorganize only through uniting or merging form.

60. The reorganization of the Fund shall be made by unanimous decision of the founders. The reorganization of the Fund may also be made by the Board of Trustees.

61. The decision on the liquidation, the Fund may accept only the court, upon application by the interested parties.

62. The Foundation may be dissolved if,

1) the Fund’s property is not sufficient for the implementation of its activities and the possibility of obtaining the necessary property is not real.

2) The Fund’s activities are intended to deviate from the goals of this Charter.

3) it is not possible to achieve the objectives of the Fund and to make changes in these goals.

4) The activities of the state and endanger public safety, public order, public health and morals, rights and freedoms of others.

5) The foundation has committed numerous or gross violations of law or carried out activities contravening its statutory purposes.

6) “Foundations” in other cases provided by the Law of the Republic of Armenia.

63. The liquidation of the Fund shall be established by law.

64. The liquidation shall be deemed completed and its activities terminated, from the moment of state registration.

65. In case of liquidation after satisfying the claims of creditors, as well as in the case of a liquidation balance is to establish the foundation has no obligations towards creditors, assets shall be provided for the purposes of this statute, if that is impossible, is transferred to the state budget of the Republic of Armenia.

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