"MARTIK" FOUNDATION CHARTER

1. GENERAL REGULATIONS

1.1 The "Martik" Foundation (hereinafter Foundation) is a non-membership organization based on the citizenry and/or juridical persons' voluntary contributions, which has for an object assisting the development of military education and military science unifying the citizens of the Republic of Armenia and other states, and carries out relevant charitable programs.
1.2 The Foundation operates in accordance with the constitution of the Republic of Armenia, the RA international treaties, existing legislation and the present charter.
1.3 The Foundation does not persue any political objectives and does not side with any political stream.
1.4 The Foundation operates throughout the territory of the Republic of Armenia and in other states in accordance with their legislation.
1.5 The official name of the Foundation is "MARTIK" .
1.6 The location of the Foundation is Gevorg Chavoush street 60, YEREVAN, REPUBLIC OF ARMENIA
1.7 The founders of the Foundation are:

Name, Patronymic, Last Name	Date of Birth (DD.MM.YYYY)	Passport No	Date of Receipt (DD.MM.YYYY)	Home Address
Serge Azat Sargisyan	30.06.1954	AE 0333333 001	30.06.1999	72, Dzorap St., Yerevan, RA
Arthur Alexander Aghabekyan	24.11.1963	AE 0604030 001	31.07.2000	#32, 2, Proshyan village, RA
Misha Gvidon Melqonyan	18.10.1952	AA 0449062 014	04.07.1996	#13, 73, Raffi St., Yerevan, RA
Sedrak Gerasim Serdrakyan	20.02.1955	AA 0315109 001	07.03.1996	#80, 29/16 Residential Area, Yerevan, RA
parish priest Arshen (Tigran) Sanosyan	19.03.1974	AC 0241098 046	01.04.1998	village Buzhakan, Kotayk region

2. THE BENEFICIARIES AIMS AND OBJECTIVES OF THE FOUNDATION

2.1 The beneficiaries of foundations are:

2.1.1 The possible beneficiaries of foundations are: the Republic of Armenia, the Republic of Artsakh, freedom fighters of the Rupublic of Armenia and the Republic of Artsakh and their families, the families of perished freedom fighters, the diaspora, the youth, the law enforcement officers and the Defence officers, the soldiers, the lecturers of military educational institutions, the students (Cadets), people having a contribution in army of Armenia.

2.2 The aims of the foundation are:

2.2.1 Support to the neutralization of threatening danger of security and protection of the Republic of Armenia and the Republic of Artsakh.
2.2.2 Promote maintenance and spread of national, spiritual and state values.
2.2.3 Promote national solidarity and unity
2.2.4 Stimulate military-patriotic upbringing.
2.2.5 Support officers of the armed forces of Republic of Armenia and the Republic of Artsakh in their education and retraining, the enrichment of the material-technical base of that field, and the development of militrary science.
2.2.6 Give financial and material support to freedom fighters and their families, families of perished fighters.

2.3 The objectives of the foundation are:

2.3.1 Organize and hold events directed to involvement of donators in the Republic of Armenia and the Republic of Artsakh and in the largest Armenian diaspora communities.
2.3.2 Vivify and spread military-educational, sport and educational life, cultivate and implement the programs which promote the development of educational and professional skills.
2.3.3 Cultivate and implement the programs which promote appreciation and encouragement of freedom fighters.
2.3.4 Cultivate and implement organizational, educational, charitable, preaching and other programs.

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3. FOUNDATION RIGHTS AND RESPONSIBILITIES

3.1 The Foundation rights are:

a) The Foundation acquires a status of juridical person from the moment of its official registration in the Ministry of Justice of the Republic of Armenia;
b) The Foundation has all rights of a juridical person and carries corresponding responsibilities, has its own stamp, official stamp and letterhead, paraphernalia, independent balance, RA exchange as well as foreign exchange bank account, may have its own emblem, property and non-property rights and responsibilities.
c) The Foundation independently defines its organizational structure and types of activity.
For achievement of the objectives and aims described in the present Charter, the Foundation has the right to:
- present and defend its rights and interests in public organizations, courts, state and local government bodies;
- disseminate information about its activity, establish other mass media means;
- buy, acquire, rent or use in other ways, including out of charge, property, fixed assets, as well as property not prohibited by law, according to the order determined by the legislation;
- establish subdivisions (branches, representative offices) and institutions;
- conclude treaties and deals that are not prohibited by the legislation;
- expropriate, lease and give out of charge any movables or immovables;
- carry on business activity according to the order prescribed by the law;
- carry on independent exterior activity, including concluding agreements with foreign non-governmental or non-commercial organizations, joining international public organizations, sending on an assignment its members and other persons abroad and inviting foreigners, establishing branches in other states abroad according to their legislation;
- independently distribute its financial resources, also in currency;
- found commercial companies or be their shareholder;
- carry on other activity not prohibited by the law.

3.2 The Foundation assumptions are:

a) to extend its activity according to the Constitution, Legislation and other legal documents of the Republic of Armenia as well as according to the present charter.
b) to publish an annual report on its property usage.
c) to carry on business management and business accounting according to the order prescribed by the Law.
d) to present annual reports on extending its activities to the Ministry of Justice of the Republic of Armenia.
e) to provide the Ministry of Justice of the Republic of Armenia with the decisions of its supreme body upon request.
The Foundation is obliged to use its revenue for achievement of the objectives and aims described in the present charter only.

3.3 The Foundation responsibilities.

The Foundation takes responsibility for its assumptions by means of its own property according to the order prescribed by the law. The Foundation does not take any responsibility for assumptions of its founders and participants, and the latter do not take any responsibility for assumptions of the Foundation.

4. ORGANIZATIONAL STRUCTURE OF THE FOUNDATION

4.1 The supreme body of management and control of the Foundation is the Trustees Council (hereinafter the Trustee Council), which consists of three members.

4.2

Any person capable of working who agrees to the terms and conditions of the present charter and involves in the realization of the Foundation programs no less than 1,000 depositors (hereinafter participants) can become a member of a Trustees Council.
The law and present charter define the order of election and abdication of the Trustees Council members.
The members of the Trustees Council cannot simultaneously be members of the other bodies of the Foundation.

4.3 The Trustees Council is authorized to:

a) ratify strategic frameworks;
b) ratify the Foundation budget and its alternation, annual financial reports and annual reports on the Foundation activity;
c) ratify the order of management of the Foundation assets;
d) make decisions on election of new members to the Trustees Council;
e) make decision on premature termination of Trustee Council members powers;
f) make decision on the Foundation disbanding or reorganization;
g) make decisions on premature termination of powers or election of new Trustees Council Chairman, Chief executive, or any other bodies prescribed by the present charter;
h) make decisions on amending the present charter and ratifying a new edition of the present charter;
i) make decisions on founding commercial companies or becoming their sharer as well as establishing subdivisions and institutions, and ratifying the subdivisions charters;
j) control financial and economic activity of the Foundation;
k) carry on activities stipulated by the law and present charter.

4.4 The Trustees Council carries on its activity by means of sittings.

The Chairman of the Trustees Council summons the Trustees Council sittings once in a year. Emergency sittings may be called for on demand of the Chairman of the Trustees Council or one of its three members. The Trustees Council sittings may be held via internet or other means of communication.
The Trustees Council sitting is considered law competent if more than half of the Trustees Council members participate in it.
The Trustees Council decisions are taken by the majority of votes with the exception of decisions prescribed in Paragraph 4.3, Subparagraphs a) - d) of the present charter, which can be considered law competent only if 2/3 of all votes are for it. The decision prescribed in subparagraph e) of the same paragraph can be adopted by 3/4 of the votes. Decisions on premature termination of powers or election of new Trustees Council Chairman, Chief Executive, or any other bodies, as well as decision on the Foundation disbanding or reorganization and amending, and ratifying a new edition of the present charter are adopted by the simple majority of votes.

4.5

In intervals between the sittings the activity of the Foundation is directed by the Presidium of the Trustee Council, which is headed by the Chairman of the Trustees Council. The Trustees Council Presidium is formed out of the Foundation founder members. The Trustees Council Presidium ensures for the fulfillment of the Trustees Council decisions, manages the Foundation assets according to the passed order, is in charge of routine affairs, puts into practice other powers conferred by the Trustees Council, carries on its activity by means of sittings, which are to be held at least once every three months.

4.6. The Chairman of the Trustees Council

The Foundation routine affairs are managed by the Trustees Council Chairman who
a) organizes the work of the Trustees Council and the Presidium;
b) summons for and presides over the sittings of the Trustees Council and the Presidium;
c) keeps minutes of the sittings;
d) acts in the name, and represents, protects the Foundation interests;
e) directs activity of the Foundation staff directly or through Chief Executive;
f) nominates candidates for election of a chief executive;
g) concludes treaties and other bargains;
h) opens rated and other bank accounts;
i) decides on other issues with a permission of the Trustees Council.

4.7 The Foundation Chief Executive

The management of the Foundation routine affairs is conducted by the Foundation chief executive who
a) takes preparations for Trustees Council sittings;
b) represents the Foundation in public relations with citizens, companies, governmental bodies and other organizations;
c) coordinates the Foundation activity;
d) directs the work of the Administration;
e) hires and dismisses Foundation employees according to the established order;
f) takes promotional or disciplinary liability action in regards with the employees;
g) concludes treaties within his or her liabilities;
h) acts without a letter of attorney;
i) gives out letters of attorney;
j) decides other issues determined by the law.

4.8 The Foundation Inspection Commission

1. The Foundation Inspection Commission is elected by and is to report to the Trustees Council for the period of three years. The Inspection Commission inspects the activity of the Foundation executive bodies, audits their financial and other documentation including balance, and watches for assets safety and implementation of the Foundation supreme and executive bodies decisions.
2. The Foundation Inspection Commission is empowered to take decisions if more than half of the members participate in the vote. The Inspection Commission decisions are taken by the majority of votes.
3. The Inspection Commission may also produce an audit report to the Trustees Council on the management of the Foundation assets.

5. THE FOUNDATION PROPERTY PARENTAL AND THE ORDER OF ITS USAGE

5.1 The Foundation may have as property buildings, constructions and a housing Fund, means of transportation and equipment, financial assets, stocks and other securities, other assets not prohibited by the Law.
5.2 The Foundation Founder does not have a right of ownership to the Foundation property. The assets given to the Foundation by the founder are the Foundation property.
5.3 The parental of the Foundation property are:
- the founder's investments;
- the participation fees of the Foundation participants;
- grants and donations given by physical and juridical persons including foreign physical and juridical persons, and international organizations;
- other sources not prohibited by the Law;
5.4 The Foundation recourses can be used for the achievement of aims and objectives prescribed in the present charter only.
5.5 The Foundation annual administrative and management expenses are bounded at 10% of total expenditure.
5.6 The participant investments to the Foundation are untouchable and can be used in case of threat to the national and military security of the Republic of Armenia only by the joint resolution of the President of the Republic of Armenia, the RA Minister of Defense, Catholicos of All Armenians and the Foundation Chairman. The thesis prescribed in this subparagraph is not subject to modification and is to be accepted unconditionally.
5.7 The bank interest from the Foundation founder sum are directed to the achievement of the aims and objectives issues proscribed in the present charter.

6. THE FOUNDATION DISBANDING AND REORGANIZATION,AMENDMENTS TO THE CHARTER

6.1 The reorganization (amalgamation, unification) is realized according to the decision of the Trustees Council, in the order prescribed by the law and the present charter.
6.2 Amendments to the charter are realized according to the decision of the Trustees Council. In case the Trustees Council does not amend the charter, then the modification can be done ad litem based on the Foundation bodies' application.
6.3 A decision on Foundation disbanding can be taken only ad litem based on interested party application. The Foundation can be disbanded when:
1. the Foundation assets are not enough to carry on its activity and receiving wherewithal is not possible;
2. if it is not possible to achieve and make necessary modifications to the Foundation aims and objectives;
3. in case of the Foundation deviation from the aims and objectives described in the present charter.
4. in other cases determined by the law;
6.4 The Foundation disbanding is realized in the order determined by the law.
6.5 In case of the Foundation disbanding, the remaining assets are directed to the achievement of the aims and objectives described in the present charter, and if there is no such possibility, they are transferred to the state budget.