1. General Provisions
1.1. The Center for Legal Examination and Legislative Initiatives (hereinafter – “the Center”) is a public legal entity functioning in the area of enhancing quality of lawmaking, improving knowledge, skills and competencies of employees of state bodies (institutions) in the sphere of the application of legal norms, legal literacy, conducting legal examination and regulatory impact assessment, as well as developing recommendations on implementation of legal reforms in the Republic of Azerbaijan, considering international best practices, and conducting effective coordination of activities in this regard (hereinafter – “the relevant area”).
1.2. The Center operates according to the Constitution of the Republic of Azerbaijan, international treaties to which the Republic of Azerbaijan is a party, the Law of the Republic of Azerbaijan “On public legal entities”, other laws of the Republic of Azerbaijan, this Charter, other decrees as well as orders of the President of the Republic of Azerbaijan, resolutions and orders of the Cabinet of Ministers of the Republic of Azerbaijan, other normative legal acts.
1.3. In the discharge of its duties and exercise of rights, the Center acts in liaison with state bodies (institutions), local self-government bodies, international and non-governmental organizations, other legal entities, and individuals.
1.4. The Center is engaged in activities of national and public significance. The Center may engage in entrepreneurial activities to achieve the objectives set forth in this Charter.
1.5. The Center has its own balance sheet, property in use, treasury and bank accounts, a seal engraved with its name, relevant stamps, and letterheads.
1.6. In accordance with the law, the Center has the right as well as the duty to conclude transactions, to acquire and exercise property and non-property rights on its own behalf and may appear as a plaintiff or defendant in court.
1.7. The Center is located in Baku.
2. Areas of Activity of the Center
2.1. The areas of activity of the Center are as follows:
2.1.1. participating in the drafting and legal examination of normative legal acts, development concepts and targeted state programs;
2.1.2. participating in the development and improvement of legislation so as to identify and eliminate legal gaps and legislative conflicts;
2.1.3. participating in the monitoring of legislative framework so as to increase the effectiveness of lawmaking;
2.1.4. participating in regulatory impact assessment;
2.1.5. making proposals on initiation of legal reforms upon instruction of the President of the Republic of Azerbaijan or commission by state bodies (institutions);
2.1.6. taking measures in the area of legal literacy;
2.1.7. operating in other areas of activity set forth in this Charter.
3. Responsibilities and rights of the Center
3.1. In accordance with the areas of activity set forth in this Charter, the responsibilities of the Center are as follows:
3.1.1. participating in the drafting and legal examination of normative legal acts, development concepts and targeted state programs, providing services in this area to state bodies (institutions) on a contractual basis;
3.1.2. providing advisory services on a contractual basis to state bodies (institutions) in connection with drafting legal acts;
3.1.3. participating in regulatory impact assessment of both draft and adopted legal acts;
3.1.4. formulating and accordingly submitting proposals on initiation of legal reforms upon instruction of the President of the Republic of Azerbaijan or commission by state bodies (institutions);
3.1.5. comprehensively researching international best practices in various fields of law and accordingly making proposals concerning improvement of legislative framework;
3.1.6. conducting comparative analysis of the legislations of the Republic of Azerbaijan and foreign countries and accordingly preparing and submitting development concepts relating to various fields of law;
3.1.7. arranging preparation of scientific-practical commentaries on codes and other normative legal acts;
3.1.8. participating in making proposals concerning the development and implementation of state policy in the area of judicial-legal reforms;
3.1.9. participating in the oversight of adoption of acts of normative nature and normative legal acts of central executive bodies in compliance with the requirements of the Constitutional Law of the Republic of Azerbaijan “On Normative Legal Acts”;
3.1.10. conducting trainings upon the commission of state bodies (institutions) in the area of lawmaking and application of legal norms so as to improve legal knowledge and experience of the legal staff of those state bodies (institutions);
3.1.11. analyzing precedents of the European Court of Human Rights and accordingly making proposals as well as conducting trainings in this area for employees of the relevant state bodies (institutions) on a contractual basis;
3.1.12. participating in promoting legal literacy as well as raising public awareness about the substance and nature of legal reforms;
3.1.13. providing services as to translation of legal acts from Azerbaijani into foreign languages and vice versa;
3.1.14. establishing relations with scientific and higher education institutions;
3.1.15. building an electronic information system with multifunctional search capacity incorporating legal acts, scientific-legal resources, constantly updating information contained in the system and providing such information to state bodies (institutions), local self-government bodies, legal entities and individuals;
3.1.16. making proposals in respect of training skilled legal professionals and developing curricula, and participating in the implementation thereof;
3.1.17. taking measures to protect official secrets and trade secrets as well as secrecy regime;
3.1.18. ensuring public awareness of its activities, development of its website, release on the website and constant update of the information listed to be shared publicly in the Law of the Republic of Azerbaijan “On Access to Information”;
3.1.19. coordinating activities in the Relevant area of state bodies (institutions), local self-government bodies, legal entities and individuals;
3.1.20. reviewing appeals received in connection with the activities of the Center pursuant to the laws of the Republic of Azerbaijan “On appeals of citizens”, “On administrative proceedings” and “On Access to Information” and taking measures in accordance with the law;
3.1.21. managing document workflow and reception of citizens in accordance with the requirements of relevant normative legal acts, taking measures for continuing education and professional development of the Center staff;
3.1.22. ensuring intended efficient use of budgetary allocations, loans, grants and other financial resources allocated to the Center;
3.1.23. establishing information management system of the Center and ensuring its security;
3.1.24. ensuring introduction of scientific-technical innovations in the Relevant area considering international best practices;
3.1.25. taking measures to enhance the structure and activities of the Center;
3.1.26. performing other duties set forth in this Charter.
3.2. The Center has the following rights in performance of its duties:
3.2.1. making duly addressed proposals in the Relevant area on adoption of a draft normative legal act, amendment, interpretation, temporary suspension and revocation of an act;
3.2.2. making proposals for the Republic of Azerbaijan to be a party to international treaties;
3.2.3. cooperating with international organizations and relevant foreign state bodies (institutions) of foreign countries and studying their relevant experience so as to assess scope for application of international experience;
3.2.4. holding public discussions and hearings relating to initiation of legal reforms, examining public opinion on the reforms, and arranging and holding public discussions relating to discussion of the relevant draft legal acts in accordance with the Law of the Republic of Azerbaijan “On Public Participation”;
3.2.5. conducting research, surveys in various fields of law and submitting the results to state bodies (institutions);
3.2.6. organizing studies and establishing working groups and commissions in connection with its areas of activity;
3.2.7. sending queries concerning necessary information (documents) to state bodies (institutions), local self-government bodies, legal entities and natural persons, and obtaining such information (documents) form them;
3.2.8. providing opinions and proposals, conducting analyses and generalizations, preparing analytical resources;
3.2.9. engaging independent experts and specialists in its activities;
3.2.10. organizing conferences, consultations and other events in connection with its activities;
3.2.11. nominating its employees for state honors and other awards, and acting to motivate them;
3.2.12. engaging in entrepreneurial activities, and incorporating commercial entities with the approval of the President of the Republic of Azerbaijan;
3.2.13. issuing special bulletins and other publications;
3.2.14. exercising other rights set forth in this Charter.
4. Governance of the Center
4.1. The Center applies advanced corporate governance standards in its operation and management.
4.2. The governance bodies of the Center are the Supervisory Board and Executive Director.
4.3. The Supervisory Board (hereinafter – “the Board”) undertakes general governance and oversight of the Center.
4.4. The Board comprises five members, including the chairman. The Board consists of the head of the Department of Legislation and Legal Policy of the Presidential Administration of the Republic of Azerbaijan (as a chairman), the rector of the Justice Academy of the Ministry of Justice, the head of the Department of the Law and Legislation of the Administration of the Cabinet of Ministers of the Republic of Azerbaijan, and the head of the Administration of the Milli Majlis of the Republic of Azerbaijan, all appointed and dismissed by the President of the Republic of Azerbaijan.
4.5. The Board operates on a voluntary (not-for-profit) basis.
4.6. The Board is independent in its decision-making.
4.7. The duties of the Board are as following:
4.7.1. presenting proposals in connection with exercise of the powers of the founder and relevant documents (including financial statement and annual performance report of the Center) to the President of the Republic of Azerbaijan;
4.7.2. determining directions of development, strategic objectives and plans of the Center;
4.7.3. overseeing the operation of the Center;
4.7.4. approving the structure of the Center, payroll budget, number of the staff and their remuneration package (base salary, add-ons, bonuses and other payments) subject to approval of the President of the Republic of Azerbaijan, and determining an employee incentive scheme supported by the financial resources (except for allocations from state budget and other state funds) of the Center;
4.7.5. subject to approval of the President of the Republic of Azerbaijan, adopting decisions on incorporating commercial entities or participation in them as well as on establishing departments, branches and representative offices of the Center;
4.7.6. approving financial planning and budget of the Center;
4.7.7. approving internal rules relating to operation of the Center, regulations of departments, branches and representative offices, charters of commercial entities of the Center;
4.7.8. overseeing and checking the Executive Director’s activities;
4.7.9. review and decide on applications submitted by the Board members and the Executive Director;
4.7.10. hearing annual performance report of the Center;
4.7.11. appointing external auditor and receiving the audit report of the Center;
4.7.12. taking measures in light of results of external audit and other inspections;
4.7.13. deciding on the conclusion of transactions worth more than 25 per cent of the net assets of the Center (particularly significant transactions) and related-party transactions worth 5 per cent and more of the assets of the Center;
4.7.14. performing other duties set forth in the Charter.
4.8. The chairman of the Board, at least once a year, convenes and presides over Board meetings. The meetings are convened on the initiative of a Board member or the Executive Director. The quorum for the meetings of the Board is over half the Board members. The Board takes decisions by simple majority with each member having one vote. The Board members may not abstain from voting. In the event of a tie, the presiding member has the deciding vote.
4.9. The Board members, the Executive Director and invitees to Board meetings are notified in writing, with necessary documents annexed, about the venue and time as well as the agenda of the scheduled meeting at least 3 (three) working days prior to the meeting.
4.10. The Executive Director may also participate in Board meetings.
4.11. When the agenda of the meeting includes a matter concerning the interests of a Board member, that member must elaborate on such interests and abstain from discussing and voting on the matter.
4.12. No decision may be taken as to matters outside the agenda or matters in respect of which required relevant documents were not submitted prior to the meeting, except with the consent of all Board members present.
4.13. The outcome of a meeting is recorded in minutes signed by Board members and the secretary. In case the secretary of the Board is unable to attend at a Board meeting, the Chairman of the Board appoints a substitute. The minutes approved by the Board are forwarded to the Executive Director.
4.14. The Chairman of the Board appoints the secretary of the Board from among the staff that are not Board members and the secretary of the Board reports to the Chairman of the Board.
4.15. The secretary of the Board:
4.15.1. organizes Board meetings;
4.15.2. performs its duty stipulated in section 4.9 of the Charter;
4.15.3. draws up and submits minutes of Board meetings to be signed by Board members;
4.15.4. prepares and submits draft Board decisions to be reviewed and signed by the Chairman of the Board;
4.15.5. ensures the forwarding of Board decisions as appropriate.
4.16. The Chairman of the Board:
4.16.1. organizes the work of the Board and directs its activities as well as terminates unlawful decisions rendered by him and the Executive Director;
4.16.2. determines the agenda of the Board, convenes and presides over meetings;
4.16.3. invites third parties to participate in Board meetings on his own initiative or on the initiative of another Board member or on the request of the Executive Director;
4.16.4. takes other measures to organize the work of the Board.
4.17. The Board members shall:
4.17.1. participate in dispatching matters within the Board’s powers;
4.17.2. examine in advance the agenda of the Board meeting and the materials to be considered;
4.17.3. opine on Board decisions to be rendered;
4.17.4. propose for matters within the Board’s remit to be considered in Board meetings;
4.17.5. examine Board decisions, minutes of meetings and other documents.
4.18. Board members must be impartial in respect of the matters considered in Board meetings, refrain from conduct and speech disparaging the standing of a Board member and comply with other requirements prescribed in Article 49 of the Civil Code of the Republic of Azerbaijan.
4.19. The Executive Director conducts current management of activities of the Center. The Executive Director is appointed and removed by the Supervisory Board of the Center. The Executive Director has one deputy appointed and removed by the Supervisory Board upon the recommendation of the Executive Director.
4.20. In the temporary absence of the Executive Director, his powers shall be exercised by the deputy by virtue of a relevant order.
4.21. The Executive Director and his deputy must refrain from conduct and speech disparaging their standing and comply with other requirements prescribed in Article 49 of the Civil Code of the Republic of Azerbaijan.
4.22. The duties of the Executive Director are as follows:
4.22.1. organizing the work of the Center;
4.22.2. presenting proposals and documents to the Board in connection with the performance of the duties set forth in this Charter;
4.22.3. executing decisions of the Board;
4.22.4. deciding on the conclusion of related-party transactions worth less than 5 percent of the assets of the Center subject to approval of the Board;
4.22.5. supervising the execution of strategic objectives and plans of the Center as well as its budget;
4.22.6. ensuring efficient use of the resources prescribed in subsection 3.1.22 of this Charter;
4.22.7. informing the Board on current and urgent matters;
4.22.8. taking actions for resolving the matters set forth in subsections 3.1.1 and 3.2.1 of this Charter;
4.22.9. managing day-to-day activities of and representing the Center;
4.22.10. issuing imperative internal resolutions and orders concerning organization of the work of the Center;
4.22.11. ensuring, reviewing and supervising execution of acts adopted in connection with areas of activity of the Center;
4.22.12. terminating unlawful decisions rendered by him and structural units of the Center;
4.22.13. approving the structure of the Administration and structural units of the Center, staffing table and cost plan within the established structure, compensation package, and number of the staff;
4.22.14. ensuring remittance of base salary, add-ons, bonuses and other payments within payroll budget;
4.22.15. except for the cases specified in this Charter and subject to approval of the Board, adopt decisions on appointment and dismissal of the staff of the Center, its departments, branches, representative offices and other subordinated organizations (concerning the Center’s commercial entities, only executive staff), as well as on application of employee incentives and disciplinary measures;
4.22.16. overseeing utilization of the property belonging to the Center in accordance with the objectives specified in this Charter;
4.22.17. conducting transactions, concluding contracts on behalf of the Center and ensuring their execution in line with his powers set forth in this Charter;
4.22.18. establishing advisory committees and working groups relating to areas of activity of the Center;
4.22.19. taking necessary measures for protection of state secrets and secrecy regime as well as other types of information protected by law;
4.22.20. ensuring document workflow and archival management within the Center;
4.22.21. ensuring the review of citizen appeals and reception of citizens at the Center;
4.22.22. deciding on all other matters outside the powers of the Board.
5. Charter capital, property and profits
5.1. The charter capital of the Center is 100.000 (one hundred thousand) manat.
5.2. The property of the Center comprises charter capital, the property provided by the founder, funds allocated from state budget, revenues generated through its activities, donations, grants, investments and other sources not prohibited by law.
5.3. The Center utilizes its property solely for the purposes set forth in this Charter, and exercises its powers in respect of the state property on its balance sheet pursuant to the Decree of the President of the Republic of Azerbaijan No. 586 dated June 6, 2007 “On the maintenance and improvement of efficient use of the state property”.
5.4. Following the payment of taxes and other compulsory levies imposed by law, the Center has the right to independently dispose of revenues generated through the activities of the Center, its departments, branches, representative offices, and commercial entities, as well as other subordinated organizations.
5.5. The profits of the Center may be transferred to the state budget only by the decision of the Supervisory Board for the purposes not considered in this Charter.
5.6. The services provided by the Center are not subject to regulated prices.
6. Form and scope of supervision over the Center’s activities
6.1. The activities of the Center are supervised by the President of the Republic of Azerbaijan as well as the governing bodies of the Center as specified in this Charter.
6.2. The annual performance report of the Center is submitted to the President of the Republic of Azerbaijan.
7. Accounting and reporting at the Center
7.1. The Center maintains accounting, prepares, submits and publishes financial statements as prescribed by the Law of the Republic of Azerbaijan “On accounting” for public legal entities.
7.2. The Center prepares and submits statistical reports as prescribed by the Law of the Republic of Azerbaijan “On official statistics”.
7.3. The Center ensures inspection of financial and commercial activities of its departments, branches, representative offices, and commercial entities as well as other subordinated organizations.
7.4. The Center engages an external auditor for the independent inspection of its activities.
8. Liquidation and reorganization of the Center
The liquidation and reorganization of the Center are carried out by the President of the Republic of Azerbaijan