STATUTE

YEREVAN
2020

1. GENERAL PROVISIONS
1.1. United Charitable Foundation “We Are Armenians” (hereinafter referred to as “Foundation”) is a non-commercial organization established on the basis of voluntary property contributions without a membership. The Foundation pursues health, social, charitable and other socially useful purposes.
1.2. The Foundation was established in accordance with the legislation of the Republic of Armenia (hereinafter referred to as the Legislation). During its activity, the Foundation shall be governed by the Constitution of the Republic of Armenia, international treaties, the Civil Code of the Republic of Armenia, the Law of the Republic of Armenia “On Foundations” (hereinafter referred to as the Law), other laws and legal acts, and this Statute.
1.3. The only Founder of the Foundation is Hayk Manukyan (father’s name: Artak) (citizen of the Republic of Armenia, ID 008912271, issued on 27 December 2016 by 004, born on 14 September 1990, Public service number: 2409900062, registered in the address: Street of Orbeli Brothers, House 16, Ap. 52 Arabkir 0028, Yerevan, Republic of Armenia).
Complete name of the Foundation in English:
❖ We Are Armenians United Charity Foundation
Complete name of the Foundation in Russian:
❖ Мы Армяне Объединенный Благотварительный Фонд
1.5. Possible beneficiaries of the Foundation shall be:
• educational and pre-educational establishments
• insolvent or partially solvent students
• orphanages and child and youth development centres
• persons, especially children with diseases that require special or high financial resources
• the elderly and retired persons
• members of socially vulnerable families
• military servants, volunteers of the Armed Forces of the Republic of Armenia/Defence Army of the Republic of Artsakh, participants of armed conflicts, military operations and (or) the war (hereinafter referred to as "Military Servant"), all their family members (husband, child (children), parent (parents)), as well as 18-year-old or older disabled sister and brother under the care of the military servant
• citizens, who suffered as a result of military operations, martial law and (or) during the war and (or) as a result of the war in the territory of the Republic of Armenia and the Republic of Artsakh, as well as those displaced from the territory of the Republic of Armenia and (or) the Republic of Artsakh (changed their place of permanent residence)
• all the citizens (including foreigners, stateless persons) who, during the military operations defined by point 3.1 of this Statute, and (or) after them want to enter the territory of the Republic of Armenia and (or) the Republic of Artsakh and provide assistance in accordance with the goals defined by this Statute.
• The Republic of Armenia and the Republic of Artsakh, as well as all legal entities that directly or indirectly support the Armed Forces of the Republic of Armenia and the Defence Army of the Republic of Artsakh.
1.6 Registered address of the Foundation is Street of Orbeli Brothers, House 16, Ap.52, Arabkir, city of Yerevan, the Republic of Armenia.
1.7 Term of activity of the Foundation shall not be limited.

2. LEGAL STATUS OF THE FOUNDATION, PROPERTY OF THE FOUNDATION
2.1 The Foundation is considered as established and acquires the status of a legal entity from the moment when it is registered in the State Registry of Legal Entities of the Republic of Armenia (hereinafter referred to as the State Registry).
2.2 The legal competence of the Foundation to operate arises from the moment of its registration (state registration) and will terminate at the moment of liquidation (about which there must be a corresponding entry on liquidation in the State Registry).
2.3 The Foundation is a legal entity and has its own property separated from the property of its Founder, which is registered in the form of a separate balance.
2.4 The Foundation shall have the right to acquire and exercise property and personal non-property rights on its behalf, to bear obligations, to act as a plaintiff and defendant in court proceedings.
2.5 The Founder shall not be responsible for the obligations of the Foundation established by him, and the Foundation shall not be responsible for the obligations of its Founder.
2.6 The Foundation may open bank accounts in banks of the Republic of Armenia and those of foreign states, in AMD or foreign currency, in accordance with the procedure established by law.
2.7 Each year, no later than July 1 of the year following the reporting year, the Foundation shall be obliged to publish in the reporting system the following:
1) a report on its activities, which must contain information on the implemented programs, sources of funding, the total amount of funds used in the financial year, the amount of expenditures aimed at the implementation of the statutory goals and other information prescribed by law, as well as
2) the conclusion of the person conducting the audit on the financial statements (the auditor), if the value of the assets of the Foundation exceeds AMD 10 million.
2.8 The Foundation may carry out any activity not prohibited by law and other legislative acts.
2.9 The Foundation may have separate property as ownership, and shall be responsible for its obligations with that property.
2.10 The value of the assets of the Foundation shall be reflected in the balance sheet of the Foundation.
2.11 The sources for formation of the property of the Foundation shall be:
• the contribution made by the Founder
• donations of natural persons and legal entities, including donations of foreign citizens, legal entities, international organizations
• grants from state and non-state organizations, foreign and international organizations
• donations organized in accordance with the law
• other sources provided for by the Law of the Republic of Armenia “On Foundations”
• other means not prohibited by the legislation of the Republic of Armenia.
2.12 At the end of each financial year, the Foundation undertakes to publish reports in accordance with the procedure and within the period prescribed by law.

3. GOALS OF THE FOUNDATION
3.1 Goals of the Foundation shall be the following:
• construction of educational and pre-school educational institutions, orphanages, child and youth development centres and financing of renovation works thereof, transfer of tuition fees for insolvent or partially solvent students
• providing care centres and housing for the elderly, socially vulnerable families (including expenses for food, medicine, clothing and treatment, material or financial assistance)
• reimbursement of treatment or surgery costs for children with diseases that require special or high financial resources (particularly diabetes, musculoskeletal system disorders, nervous system disorders, chromosomal disorders, cardiovascular diseases, cerebral palsy, etc.)
• providing material, including but not limited to food, medicine, equipment, clothing, weapons, ammunition and military equipment, support to Armed Forces and (or) military auxiliary and defence structures, infrastructures and state defence bodies of the Republic of Armenia and (or) the Republic of Artsakh during military operations, martial law or war in the territory of the Republic of Armenia and (or) the Republic of Artsakh (hereinafter referred to as “Military Operations”) for the purpose of defence of the Republic of Armenia and (or) the Republic of Artsakh and implementation of operations defined by the legislation of the Republic of Armenia to ensure that purpose
• providing housing, including but not limited to food, medicine, clothing, and support for medical expenses to the citizens, who suffered as a result of military operations, martial law and (or) during the war and (or) as a result of the war in the territory of the Republic of Armenia and the Republic of Artsakh, as well as those displaced from the territory of the Republic of Armenia and (or) the Republic of Artsakh (changed their place of permanent residence) and implementation of operations defined by the legislation of the Republic of Armenia to ensure that purpose
• compensation for the damage caused to the life or health of military servants in peacetime after military operations and implementation of operations defined by the legislation of the Republic of Armenia to ensure that purpose
3.1 The Foundation may conduct business activities only in cases when it serves the implementation of goals for which it was established and meets those goals. The Foundation may conduct business activities personally or establish economic companies for that purpose or to participate in these companies.
3.2 The Foundation shall have the right to personally carry out the following types of business activities, the proceeds of which will be directed to the goals of the Foundation: In particular, services for hotel and similar accommodation provision, services for restaurants and public mobile catering, other public catering activities, public relations activities, production of clothing and food, leasing of own or rented real estate and other transactions, retail sale of agricultural products in markets, construction of residential and non-residential buildings, services for hotel and similar accommodation provision.

4 MANAGEMENT BODIES OF THE FOUNDATION
4.1 Management bodies of the Foundation are the Board of Trustees and the Director.
4.2 The highest management and supervising body of the Foundation is the Board of Trustees of the Foundation.
4.3 Capable natural persons over 18 years of age, including the Founder may be a member of the Board of Trustees.
4.4 The first staff of the Board of Trustees of the Foundation shall be formed by the Founder, and further appointments shall be made by the members of the Board of Trustees. The quantitative composition of the Board of Trustees shall consist of 10 (ten) members.
4.5 Members of the Board of Trustees may not be members of any other body of the Foundation.
4.6 The Chairman of the Board of Trustees shall be elected by the Board of Trustees from among the members of the Board by a majority of their total number of votes. The Board of Trustees may at any time re-elect the Chairman or elect a new Chairman by a majority of the total number of votes of its members.
4.7 The members of the Board of Trustees shall perform their duties without remuneration on a voluntary basis. Reimbursement may be defined for members of the Board of Trustees for expenses related to the performance of duties of the member of the Board of Trustees. The procedure for payment of reimbursement shall be determined by the Board of Trustees.
4.8 The members of the Board of Trustees shall be elected for a term of 3 years with the possibility of being re-elected.
4.9 The term of office of a member of the Board of Trustees shall be terminated:
1. based on his/her written application;
2. in case of non-fulfilment of his/her duties by at least 3/4 of the votes of the other members of the Board of Trustees
3. in case of expiration of the term of office
4. if the powers of half or more than half of the total number of members of the Board of Trustees of the Foundation have been terminated
5. in case of declaring him/her as incapable by a decision of the court having entered into force
6. in the event of his/her death.
4.10 The powers of a member of the Board of Trustees shall be deemed terminated from the day following the submission of his/her application.
4.11 The new member of the Board of Trustees shall be elected by the Board of Trustees within time-period prescribed by law, no later than the date of termination of the term of office of the former member by a two-thirds majority vote of the members of the Board of Trustees.
4.12 The Board of Trustees shall carry out its activities through sessions. A sitting of the Board of Trustees shall be valid if more than half of the members of the Board of Trustees are present. Decisions of the Board of Trustees shall be made by a majority vote of the members present at the sitting, unless otherwise provided by this Statute.
4.13 Decisions on the matters of election of the Director and his/her dismissal, as well as those of changing the name of the Foundation, reorganization, liquidation thereof and of amendment of the Statute or approval of the Statute with a new edition shall be made by a qualified majority of the total number of members of the Board of Trustees (2/3).
4.14 Where the issue of property or other interests of any member of the Board or a person related to it (parent, spouse, child, sister, brother, relative, stepchild, parents, sister, brother of the spouse) is discussed at the sitting of the Board of Trustees, the given member of the Board of Trustees does not take part in the voting.
4.15 The following shall enter into competency of the Board of Trustees:
1. approval of strategic plans of the Foundation
2. approval of the budget of the Foundation and the amendments thereto, annual financial reports and annual activity reports of the Foundation
3. approval of the procedure for disposal of the property of the Foundation
4. rendering the decision on reorganization of the Foundation
5. election of new members of the Board of Trustees of the Foundation and rendering decisions on early termination of the powers of the members of the Board of Trustees of the Foundation
6. rendering decisions on the election of the Chairman of the Board of Trustees, the Director and the early termination of their powers
7. rendering decisions on making amendments and supplements to the Statute of the Foundation, approving the Statute with a new edition
8. rendering decisions on establishment of economic companies in Armenia and abroad or participation therein, as well as on establishment of separate subdivisions and institutions and the approval of the Statutes thereof
9. supervision of the financial and economic activity of the Foundation
10. hearing the reports of the Director once a year
11. monitoring the implementation of its decisions
12. selection of the person conducting audit (auditor) of the Foundation
13. approval of the rules of procedure of the Board of Trustees
14. approval of the organizational structure and the staff list of the Foundation
15. exercising other powers provided for by law and this Statute.
4.16 Matters within the competence of the Board of Trustees may not be delegated to another body.
4.17 Each member of the Board of Trustees shall have rights to one vote during the sessions of the Board of Trustees.
4.18 The Chairman of the Board of Trustees shall be elected by the members of the Board of Trustees for a term of 3 years.
4.19 Chairman of the Board of Trustees shall:
1. organize the work of the Board of Trustees
2. convene the sessions of the Board of Trustees and chair them
3. organize the keeping of the minutes of sessions
4. other functions provided for by the legislation.
4.20 In case of absence of the Chairman of the Board of Trustees, his duties shall be performed by one of the members by the decision of the Board of Trustees.
4.21 Sessions of the Board of Trustees shall be convened at least once a year by the Chairman of the Board of Trustees. Extraordinary sessions of the Board of Trustees may be convened at the request of 1/3 of the members of the Board of Trustees by the Chairman of the Board of Trustees within the time-period prescribed by law from submitting the relevant request. Sessions of the Board of Trustees may be held by using e-mail or other means of communication. If the Chairman of the Board of Trustees does not convene a session within the specified time-period, the persons having submitted such a request may convene a session.
4.22 Management of daily activities of the Foundation shall be carried out by the Director. The Director shall be elected and dismissed by the Board. For the first time the Director may be appointed by the Founder.
4.23 The rights and responsibilities of the Director shall be defined by law, this Statute and the contract concluded with him/her. The agreement on behalf of the Foundation shall be signed by the Chairman of the Board or another person authorized by the Board.
4.24 The Director shall:
4.24.1 organize the process of implementation of decisions of the Board
4.24.2 manage the property of the Foundation, including financial resources; conclude transactions on behalf of the Foundation
4.24.3 represent the Foundation in the territory of the Republic of Armenia and abroad
4.24.4 operate without a power of attorney
4.24.5 issue power of attorney to act on behalf of the Foundation
4.24.6 conclude contracts, including employment contracts in the manner prescribed by law and this Statute
4.24.7 open accounts in banks (including foreign currency accounts) and other accounts for the Foundation
4.24.8 submit to the approval of the Board of the Foundation the internal rules of procedure of the Foundation, statutes of separated subdivisions, institutions and economic companies established by the Foundation, the administrative-organizational structure of the Foundation
4.24.9 issue orders, instructions within the framework of its competence, give mandatory instructions and supervise the implementation thereof
4.24.10 hire and dismisses the employees of the Foundation, including the heads and employees of separated subdivisions, institutions of the Foundation
4.24.11 apply to employees the functions in terms of bonuses and disciplinary liability
4.24.12 submit, once a year, a report on the activities of the Foundation to the Board.
4.25 The Director may carry out any other paid work in other companies only with the consent of the Board.
4.26 The Board may terminate the employment contract signed with the Director at any time in accordance with the law of the Republic of Armenia, the Statute of the Foundation and in the manner prescribed by the employment contract signed with the Director.
4.27 The Foundation shall maintain accounts and submit financial and statistical reports in the manner provided for by the law of the Republic of Armenia and other legislative acts.

5 THE PROCESS OF LIQUIDATION OF THE FOUNDATION
5.1 A decision on liquidating the Foundation can be made only by the court upon the application of interested persons.
5.2 The Foundation can be liquidated where:
5.2.1 The property of the Foundation is not sufficient for the implementation of its activities, and the possibility of obtaining the necessary property is not real
5.2.2 the Foundation deviated from the goals envisaged by the Statute by its activities
5.2.3 it is not possible to achieve the goals of the Foundation and make changes to those goals
5.2.4 the activities of the Foundation endanger the state and public security, public order, public health and morals, the rights and freedoms of others
5.2.5 the Foundation has committed multiple or gross violations of the law or has regularly carried out activities contrary to its statutory goals
5.2.6 the Founder committed significant violations or falsifications of the law when establishing the Foundation
5.3 The Foundation may also be liquidated in other cases provided by law.
5.4 After the court rendered a decision on liquidation of the Foundation, the Board of Trustees appoints a Liquidation Commission (liquidator) and defines the procedure for and time-limits of liquidation in accordance with the Civil Code and the legislation of the Republic of Armenia.
5.5 From the moment of appointment of the Liquidation Commission, the powers to manage the affairs of the Foundation shall pass to it. The Liquidation Commission shall act in court on behalf of the Foundation.
5.6 Information on being in the process of liquidation (beginning and end of the liquidation process, composition of the Liquidation Commission) shall be entered in the State Registry of legal entities on the basis of the application of the Liquidation Commission.
5.7 The Liquidation Commission shall publish an announcement on the official internet website of public notices of the Republic of Armenia at http://www.azdarar.am on the procedure and time-limit of liquidation of the Foundation and submission of claims of the creditors. This period may not be less than two months from the date of publication about the liquidation, which is considered the beginning of the liquidation process of the Foundation.
5.8 The Liquidation Commission shall carry out the revaluation of the property, take measures to find creditors and to receive the accounts receivable, as well as it shall inform the creditors about the liquidation of the Foundation.
5.9 During the liquidation, the Foundation shall have the right to conclude new transactions and to undertake new obligations, only in case of necessity to complete the current activities necessary to fulfil its obligations.
5.10 After the expiration of the period for submitting claims by creditors, the Liquidation Commission shall compile an interim liquidation balance sheet, which shall contain information on the composition of the property of the Foundation, the list of claims submitted by the creditors, as well as the results of consideration of claims.
5.11 The interim liquidation balance sheet shall be approved by the Board of Trustees.
5.12 After the approval of the interim liquidation balance sheet, if the funds of the Foundation are insufficient to meet the claims of the creditors, the Liquidation Commission, in the manner prescribed by law, carries out the sale of the property of the Foundation by public auction.
5.13 The Liquidation Commission shall make payments to the creditors of the Foundation in the order defined by Article 70 of the Civil Code of the Republic of Armenia and in accordance with the interim liquidation balance sheet, starting from the moment of its approval.
5.14 After meeting the claims of creditors, as well as in the case when the Foundation has no liabilities to creditors at the time of approving the interim liquidation balance sheet, the property shall be directed to the goals envisaged by the Statute of the Foundation, and in case of its impossibility, it shall be transferred to the state budget of the Republic of Armenia.
5.15 After the complete distribution of the property of the Foundation, the Liquidation Commission shall prepare a liquidation balance sheet and submit it to the Board of Trustees for approval. The Liquidation Commission shall submit the liquidation balance sheet approved by the Board of Trustees to the court for approval.
5.16 The Liquidation Commission shall submit the approved liquidation balance sheet together with other documents defined by law to the State Registry of legal entities for state registration of the liquidation of the Foundation.
5.17 The liquidation of the Foundation shall be considered completed and its activity terminated from the moment of state registration.
5.18 In case the Board of Trustees does not fulfil its powers defined by points 5.4, 5.11 and 5.15 of this Statute within two months period (respectively, from the moment of rendering a decision by the court, from the moment of submitting the liquidation interim balance sheet and the liquidation balance sheet by the Liquidation Commission), the Minister of Justice of the Republic of Armenia shall appoint a temporary board within two months period for the purpose of exercising the powers related to the liquidation of the Foundation.

6 REORGANIZATION OF THE FOUNDATION
6.1 The Foundation can be reorganized only by connecting or merging the Foundation with another Foundation.
6.2 The reorganization of the Foundation shall be carried out by the decision of the Founder or by the decision of the Board of Trustees.
6.3 When the Foundation is reorganized by merging, it is considered reorganized from the moment of state registration of the newly established Foundation. When the Foundation is reorganized by connecting it with another Foundation, they are considered reorganized from the moment of state registration on termination of the connected Foundation.
6.4 Within 30 days after rendering the decision on reorganization of the Foundation, the Foundation shall be obliged to notify in writing all its creditors about it. The notice shall contain information on the year, month, and date of rendering the decision on reorganization, the form of reorganization and the participants thereof, as well as the right of succession of obligations of the Foundation.
6.5 Within 30 days after the notification on the reorganization, the creditor of the reorganized Foundation shall have the right to demand from the Foundation additional guarantees for fulfilment of obligations, termination or early fulfilment of obligations, as well as compensation for damages.

7. ACCOUNTING AND FINANCIAL STATEMENT
7.1 The Foundation shall maintain accounting and submit financial and other statements in the manner prescribed by the legislation of the Republic of Armenia.
7.2 The Director shall be responsible for the organization state of accounting of the Foundation and the reliability thereof, for submitting the annual report, financial and other reports to the relevant government agencies in a timely manner, as well as for information about the Foundation provided to the mass media.
7.3 The financial activities of the Foundation may be audited by a person conducting audit selected by the Board of Trustees.

8. FINAL PROVISIONS
8.1 The relations and issues not regulated by this Statute shall be regulated by the legislation of the Republic of Armenia.
8.2 This Statute shall be made in Armenian and consist of 2 (two) copies.