4.1 This organization is managed by its director, who takes care, and somehow “embodies”, its guidelines, prerogatives and purposes. He keeps office until he is able, in first person, to ensure the continuous achievement and improvement of them to levels of excellence, and he is replaced once, independently by other evaluation criteria (as for instance the economic or “of audience” success) he is not able to ensure them. Nevertheless, such management should ensure the “survival” of the organization in itself, and specifically in this case he should accept all measures, suggested by the other members of the organization (if any) – where not in contrast with its “mission” – required to ensure that purpose. The “governing body” of such organization is therefore constituted by the specific management, without a predefined term of office (as envisaged by they article 5 (13) of the Entrepreneurs Law of Georgia) of one director who is entirely and personally liable of this management: such director can also grant a temporary representative authority to one or more members of such organization within a specific scope, depending of the nature of their mandate, and skills. Such members are required to comply the guidelines, purposes and prerogatives of this organization and nevertheless they remain fully responsible and liable of their acts: the responsibility, indeed, will fall also over the active director, in addition than to them.
4.2 The figure of the director should match with the member of the organization who is both more faithful to the guidelines, prerogatives and purposes of it, and able to improve them according to the original orientation and principles – as well as with the most “active” member of the organization, that is with the member who is most able to cover all aspects related to such organization, as administrative and governmental, as practical and “material”. Thus, the office of “director” should be a consequence of an exemplary conduct, “across the board”, rather than a position of command. Obviously, the degree of “activeness” is not measured by the quantity of things done, but by their quality and by their conformance, in turn, to the guidelines, prerogatives and purposes of such organization. Finally this organization, by an actual point of view, does not wish to comply a “hierarchical structure”. Indeed, the director is called to be the first member of such organization, and any work related to the carrying out of any activity or role of such organization is discouraged to be deferred to third parties. Each member of such organization is called to receive the aid provided by such third parties, as much as possible, only as savoir faire addressed to them, rather than as execution of the work in itself.
Note 1. Due to the organizational structure of this organization, the director carries out all the tasks usually conferred by the law to the “governing body” of a non-profit, non-commercial legal entity, and specifically those declared within the point 5 of the article 91 of Entrepreneurs Law of Georgia, letters a, b, c, d, e, f, g, h, and j. Of course, specifically regarding letters d, e, f, he also takes decisions for values under the 50% of the assets of the non-profit, non-commercial legal entity, and in general also about the ordinary management of the organization.
Note 2. The director makes decisions at his discretion and according to the purposes, guidelines and prerogatives of this organization, while the other members of this organization (except where foreseen by the note 1 of the article 5 of this charter) have an advisory but not executive role.
Note 3. The managerial authority of this organization is limited to its director, and, according to the article 35 (2) of the Civil code, it also includes representative authority (which is also, at the moment of the establishment of this charter, limited to him). According the point (4) of the same article, the rules laid down in article 9 of the Law of Georgia on Entrepreneurs will be applied for the regulation of the managerial and representative authorities of this organization.
Note 4. The director of this organization is called to act as developer and manager, as well as executor of the set of purposes, guidelines and prerogatives, to ensure their consistency over time, and to ensure the compliance of them by every member of the organization.