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Approved by the Decree of the President of the Republic of Azerbaijan dated May 19, 2022, № 1685 |
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 the quality of normative legal acts, 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 the 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, and 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, 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 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 include the following:
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, including providing proposals for identifying and eliminating legal gaps and conflicts in legislation;
2.1.3. participating in the monitoring of the existing normative legal framework with a view to enhancing the effectiveness of lawmaking;
2.1.4. participating in regulatory impact assessment;
2.1.4-1. participating in enhancement the quality of normative legal acts;
2.1.5. making proposals on initiation of legal reforms upon the instruction of the President of the Republic of Azerbaijan or commission by state bodies (institutions), as well as through own initiative;
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 include the following:
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;
3.1.3-1. providing proposals for enhancing the effectiveness of lawmaking as a result of monitoring of the existing normative legal framework;
3.1.3-2. providing proposals regarding the enhancement of the quality of normative legal acts;
3.1.4. formulating and accordingly submitting proposals on initiation of legal reforms upon the instruction of the President of the Republic of Azerbaijan or commission by state bodies (institutions), as well as through own initiative;
3.1.5. comprehensively researching international best practices in various fields of law and accordingly making proposals concerning the improvement of the existing normative legal 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 the preparation of scientific-practical commentaries on codes and other normative legal acts;
3.1.8. providing proposals on the formulation 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. upon the order of state bodies (institutions), to conduct trainings on a contractual basis in the area of lawmaking and application of legal norms with a view to improving legal knowledge and experience of staff of working in the field of law of 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 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 for the 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 on a contractual basis;
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 state secrets and trade secrets as well as the secrecy regime;
3.1.18. ensuring public awareness of its activities, creating a website, placing and constantly updating on the website the information listed to be shared publicly in the Law of the Republic of Azerbaijan “On Access to Information”;
3.1.19. coordinating the 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 the information management system of the Center and ensuring its security;
3.1.24. ensuring the 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 on becoming 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 with a view to assessing the 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 regarding 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) from 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 implementing measures to incentivize (reward) 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 progressive corporate governance standards in its operation and management.
4.2. The governance bodies of the Center are the Supervisory Board and the Executive Director.
4.3. The Supervisory Board (hereinafter – “the Board”) carries out 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 the chairman), the rector of the Justice Academy of the Ministry of Justice, the head of the Department of 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 include the following:
4.7.1. presenting proposals in connection with the exercise of the powers of the founder and relevant documents (including financial statements and the 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, total number of staff and their remuneration package (base salary, add-ons, bonuses and other payments) subject to approval of the President of the Republic of Azerbaijan, as well as determining an employee incentive scheme supported by the financial resources (except for allocations from state budget and other state-owned 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 (including the rules on conflict of interests), as well as regulations of departments, branches and representative offices, and charters of enterprises and other institutions under its jurisdiction;
4.7.8. overseeing and monitoring the activities of the Executive Director;
4.7.9. reviewing and deciding on applications submitted by the Board members and the Executive Director;
4.7.10. hearing the annual performance report of the Center;
4.7.11. appointing the external auditor and receiving the audit report of the Center;
4.7.12. taking measures in light of results of the 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 the Board meetings. The meetings are convened on the initiative of a Board member or the Executive Director. The meetings of the Board are valid when more than half of the Board members are present. The Board takes decisions by a 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 upon 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 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 include the following:
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 the 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 Board approval;
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 pressing 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 the organization of work of the Center;
4.22.11. ensuring, reviewing and supervising the execution of acts adopted in connection with the 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, payroll budget, and the total number of staff;
4.22.14. ensuring remittance of base salary, add-ons, bonuses and other payments within the payroll budget;
4.22.15. except for the cases specified in this Charter and subject to approval of the Board, adopt decisions on the appointment and dismissal of the staff of the Center, its departments, branches, representative offices leaders, as well as members of management bodies of other institutions and enterprises under its jurisdiction, as well as on the application of employee incentives and disciplinary measures;
4.22.16. overseeing the utilization of the property of 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 the protection of state secrets and secrecy regime as well as other types of information protected by law related to the activities of the Center;
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 not falling within the powers of the Board.
5. The fundamentals of the Center 's charter capital, property and financial activities
5.1. The charter capital of the Center is 100.000 (one hundred thousand) manats.
5.2. The property of the Center comprises the charter capital, the property contributed by the founder, funds allocated from state budget, revenues generated through its activities, donations, grants, investments, and other funds 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 the efficient use of 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 the 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 President of the Republic of Azerbaijan for the purposes not envisaged in this Charter.
5.6. The products provided by the Center are not subject to regulated pricing.
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 records, prepares, submits and publishes financial statements as prescribed by the procedure laid down in 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 audit 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