The Legal Framework of NGO Board Governance
Board governance of a non-governmental organization in Georgia is regulated by four norms of the Civil Code: governance and representation (Article 35), state control over activity and the response to entrepreneurial drift (Article 33), the purpose test for disposing of property (Article 36), and the rules of reorganization and liquidation (Article 38). These four form precisely the frame in which a board works: who holds which authority, what befalls the organization when governance errs, and how its life ends.
Governance and Representation — Article 35
Under Article 35, the founder or member is entitled to vest the sole conduct of affairs in one person, and/or to establish the joint governance or representation of two or more persons. The governing authority means taking decisions in the organization's name; the representative authority means appearing before third parties; unless the registration documents provide otherwise, the governing authority implies the representative authority as well. The organizational structure is regulated by the charter, which requires due certification; the general rules of the Law on Entrepreneurs extend to the arise and termination of these authorities. The board's practical question lies precisely here: who is empowered to sign, decide and litigate — and that circle is fixed by the charter and the data reflected in the registry. The rules on business letters and the website extend to the organization under the same article, so the definition of communication channels is likewise part of the governance documents: the manner of publishing public information gains formal weight even in relations with third parties.
State Control — Article 33
Article 33 ties the decision to suspend or prohibit the organization's activity to the court, which takes it in the cases defined by organic law. Where the organization has substantially moved to entrepreneurial activity, the court — on the claim of the registering organ or an interested person — examines suspension or prohibition; after a decision of prohibition, the registration is cancelled. For a board this means that governance decisions — the direction of income, the start of a new activity — must be assessed not only as internal policy but through the perspective of judicial control. A practical recommendation for boards: the matrix of authorities should be distributed in a written document — who signs at the bank, who executes the grant, who convenes the general meeting — because in a conflict it is precisely this matrix that becomes the court's first reference material. Such documentation also simplifies relations with donors and auditors: for them it is precisely these documents that become the initial evidence that the organization is governed consistently and transparently.