Statutes

STATUTES

NON-PROFIT ASSOCIATION FOR DEVELOPING ACTIVITY IN PUBLIC INTEREST

“NATIONAL ASSOCIATION

OF LOCAL ACTION GROUPS IN BULGARIA”

 

First chapter

Basic principles

 

Appellation

            Article 1. (1)The appellation of the association is “National Association of Local Action Groups in Bulgaria”. The appellation could be shortened in the following manner: “NALAGB”.

(2)Further on in the present Articles of Incorporation the association “National Association of Local Action Groups in Bulgaria” would be referred to as the “Association”.

(3) The appellation of the Association could be transliterated in English language in the following manner: “National Association of Local Action Groups in Bulgaria”.

 

Type of activity

            Article 2. The association is performing operations in the interest of society.

 

Term

            Article 3.The Association would be effective and is incorporated with unlimited term of action.

 

Head office and registered address

            Article 4. (1) The head office of the Association is in the city of Sofia.

(2) The registered address of the Association is defined on the grounds of resolution of the Management Board.

 

Subject matter of the main socially beneficial activity

            Article 5. The Association performs operations for the development and establishment of spiritual values, of civil society, of civil participation and good governance.

 

Subject matter of the auxiliary business operations

            Article 6. (1)The Association would be doing auxiliary business operations while accruing revenues for achieving its non-profit socially beneficial objectives, including but not limited to: sale of advertisement materials, of digital and print editions; management of copyrights and intellectual property; organization of seminars, of conferences and other events; mobile applications and the related services; subscription for rendering electronic and cyber services and from advertisement, publication at its website or in its print editions, as well as every other business not forbidden by law and related to the subject matter of the primary socially beneficial activity.

(2) The auxiliary business operations or whichever of their elements should be lawful and in line with good morale. The Association could perform the activities for which the regulations foresee permission or licensing regime only after having the particular permit or license issued.

Objectives

            Article 7. (1)The successful implementation of the approach “Community-led local development” (referred to as in the present Articles of Incorporation –“CLLD”) is association’s main objective. In the long run, the Association aims at turning CLLD into a priority instrument that is to raise significantly more funds.

(2) Additionally, the Association has the following objectives:

  1. represent in competent manner the local action groups (referred to as in the Articles of Incorporation – “LAG“) before the governing bodies of the operational programmes and all other institutions while providing the expert capacity necessary to this end;
  2. create the necessary prerequisites for effective interaction between the LAG;
  3. defend LAG’s interests and support them in implementing the Strategies for community-led local development (SCLLD);
  4. work for attracting ever increasing and versatile financial resource (including alternative funding manners) in the LAG;
  5. 5. pay special attention to the issues related to the depopulation processes in the agricultural areas and suggest adequate measures;
  6. participate in international projects, as well as in projects with direct EU funding in the interest of all LAG in Bulgaria;
  7. establish connections with as many as possible similar associations in the European Union and outside it;
  8. become the founder of Balkan association of the LAG with head office in Bulgaria;
  9. become member of the European LEADER Association for Rural Development (ELARD);
  10. present its visions on the performance and further development of the LEADER approach in Bulgaria.

 

Means for achieving the objectives

            Article 8. In order to achieve its objectives, the Association would be using the following means in particular:

  1. attraction and inclusion of all leaders of local significance (local leaders) – mayors, municipal councillors, deputies, leading representatives of the local entrepreneurship etc.;
  2. work in cooperation with similar non-profit legal entities, in particular with the National Association of Municipalities in the Republic of Bulgaria and with the other associations of municipalities, in order to provide joint protection of its members’ interests;
  3. elaboration of draft-proposals, provision of partners and supporting the LAG under programmes funded by the EU or other donors;
  4. organization of regular trainings for the LAG teams with engagement of experts of the Ministry of Agriculture and Food and of the managing authorities of the other operational programmes, as well as representatives of the European Commission and the other partner associations;
  5. regular elaboration of newsletters for its members, in which to present the most important information that concerns them;
  6. bona fide use of all allowed and statutory methods and means that support the achievement of its objectives.

 

Representation

            Article 9. (1)The Association is being represented by the Management Board. The representative functions of the Management Board are being performed by the chairperson of the Management Board.

(2) The Chairperson of the Management Board could authorize a member of the Management Board in relation to the performance of particular functions assigned by the Management Board. The Chairperson of the Management Board could authorize every other person to represent the Association if the representation on the grounds of authorization became necessary for protecting Association’s interests.

 

Branches

Article 10. The Management Board is competent in passing resolutions on opening and closing branches, as well as on appointing and releasing their managers and their powers.

 

Second chapter

Membership

 

Section І

Membership terms and conditions and membership occurrence

 

Membership terms and conditions

            Article 11. (1) Only non-profit legal entities could become members of the Association (referred to as “members” further on in the Articles of Incorporation), registered under the Non-profit Legal Entities Act.

                        (2)The legal entities that are in conformity with the requirement under paragraph 1 and are Association’s founders are its members by right.

(3) The membership in the Association is voluntary.

 

Becoming a member

            Article 12. (1)An entity that would like to become Association’s member submits an application in writing to the attention of the Management Board, in which it declares that it accepts the Articles of Incorporations and objectives of the Association and undertakes to voluntarily work for the achievement of these objectives.

(2) To the application under paragraph 1 the membership applicant attaches:

  1. verified transcript of Certificate of good standing, issued not earlier than 6 months before the date of submitting the application that was issued by the district court at membership applicant’s registered address, unless the entity got reregistered in the Non-Profit Legal Entities Register and in that case the Management Board performs digital inquiry on good standing ex officio;
  2. document for paid introductory contribution, if such was established.

(3) The Management Board considers the received membership applications during its first session after receiving them. Should the Management Board establish gaps, it provides the applicant with deadline for eliminating them that cannot be shorter than 14 days as of being notified. If the gaps are not eliminated, the Management Board passes resolution on not considering the application. In this case the paid introductory contribution, if such was established would not be reimbursable.

(4)The resolution of the Management Board concerning the membership application is to be communicated to the membership applicant under article 17.

(5) If until three-months’ time from submitting the membership application, the Management Board has not ruled out on it, it would be perceived a connivance of acceptance. Nevertheless, the Management Board could pass resolution on acceptance at any time.

(6) Management Board’s refusal of acceptance, including in the case of connivance, is subject to appeal by the stakeholder before the General Meeting. The complaint is to be submitted via the Management Board in one month’s term as of being notified, but not more than one year from decision-making on the refusal. In the case of connivance, the appeal term would become effective after the expiration of the term under paragraph 5.

(7) The Management Board should include for consideration in the agenda of General Meeting’s next session all received complaints against resolutions to deny acceptance.

(8) The membership occurs at the time of resolution passing by the Management Board, and by the General Meeting correspondingly.

 

Section ІІ

Rights and obligations of the members

 

Rights of the members

            Article 13. Every member has the right to:

  1. take part in Association’s management in the manner and via the bodies provided for in the Articles of Incorporation;
  2. take part in Association’s activity and receive regularly information about its activity’s development;
  3. present to the attention of Association’s bodies proposals, signals and complaints according to the terms and conditions provided for in the Articles of Incorporation or in other acts of Association’s bodies;

4.get from the Association support, cooperation and protection according to the provisions pf article 7 and 8;

  1. use Association’s property and the results of its comprehensive activity in the manner defined by the Management Board.

 

Obligations of the members

            Article 14. Every member should:

  1. take part in Association’s activity and work for the achievement of its objectives;
  2. receive regular information about Association’s activity via the webpage under article 40.
  3. defend and not act in prejudice of Association’s interests, its goodwill and reputation in society and abroad;
  4. act in conformity with the legislation of the Republic of Bulgaria, Articles of Incorporation and the acts of Association’s bodies;
  5. treat respectfully the members of Association’s bodies and the other members and avoid and prevent all occurred conflicts of personal character;
  6. provide Association’s bodies, upon request with the information necessary for the activity development, achievement of Association’s objectives, as well as perform the resolutions passed by Association’s bodies;
  7. pay its membership contribution regularly.

 

Membership fee and material contributions

            Article 15. (1)The membership fee is monetary contribution with which every member supports Association’s activity.

(2)The amount of the membership fee and the rules for its due and payable characteristics should be established with resolution of the Management Board.

            (3)The General Meeting could establish introductory material contribution for the persons that would like to become members of the Association. Except for the cases under article 12, paragraph 3in the case of refusal to accept the membership application, the made introductory contribution would be reimbursable.

(4) Every member could make additional voluntary material contributions of unlimited type and amount. These contributions would be treated as donations.

(5) The members whose membership was terminated, irrespective of the grounds, they could not request reimbursement of the material contributions made by them.

 

Non-transferability of rights and obligations

            Article 16. The membership rights and obligations are non-transferable and do not transfer to other entities in the case of membership termination. No other entity would be entitled to enforce the rights and perform the obligations that result from the membership, unless the Articles of Incorporation explicitly provides otherwise.

 

Correspondence between Association’s members and bodies

            Article 17. (1) The correspondence between Association’s members and bodies should be mainly performed in electronic pattern, with electronic statements and communications under the Electronic Document and Electronic Signature Act. Another manner of correspondence for example by telephone, by regular post or by courier is admissible only by exception or when the subject matter of correspondence cannot be forwarded or received digitally.

(2) Every applicant member should define in the application under article 12, paragraph 1 an email address. Every member should notify the Management Board on the occurred change of its email for correspondence.

(3)The Management Board should maintain email address that would be generally accessible to receive communications from the members. The Management Board should immediately notify all members in the case of occurred change of Association’s email for correspondence.

(4) Association member and bodies should, after receiving an email, to answer back with a confirmation for reception. If the confirmation for reception is not provided, the communication would be perceived as received after the expiration of 7 days as of sending it.

(5) The email statements and communications should be signed with an ordinary electronic signature under the Electronic Document and Electronic Signature Act and would have the effect of a document in writing. Other documents, for example the documents under article 13, paragraph 2 could be sent online as a file that contains scanned signed original unless the latter should be presented on paper.

(6) In view of all issues not settled in the present article, the particular enforceable provisions would be the ones of theElectronic Document and Electronic Signature Act and in view of the communications that were not sent online – the enforceable provisions of the civil legislation.

 

 

Section ІІІ

Membership termination and restoration

 

Grounds for membership termination

            Article 18.The membership in the Association would be terminated in the following cases:

  1. in the case of leaving;
  2. in the case of removal;
  3. in the case of suspension;
  4. in the case of terminating the Association;

5.in the case of member termination.

 

Leave

            Article 19. (1) Every member of the Association could leave it freely and voluntarily any time and submit to the attention of the Management Board leave application in writing. Upon the request of the member leaving the association, the application could contain the stated reasons.

(2) During every session of the Management Board, Association’s chairperson or Management Board’s member nominated for the one in charge of the membership compounds, provides information on the received leave applications.

(3)The membership would be terminated from the time of receiving the leave application.

 

Removal

            Article 20. (1) Removal is an extraordinary and ultimate measure with which to terminate the membership of an entity whose behaviour is incompatible with its further membership in the Association.

(2)Acts and omissions are incompatible with Association membership if they endanger significantly or damage Association’s interests, act in prejudice of its prestige, goodwill or hinder its activity. Behaviour that is incompatible with further membership in the Association is systematic violation of the obligations under article 14, point 3-6.

(3) The violations defined in paragraph 2 are perceived to be committed by the member if committed by whatever entity of the compounds of member’s management bodies or of whichever entity that is member of the particular Association’s member, unless Association’s impacted member undertook timely actions to terminate its behaviour which contradicts the Articles of Incorporation, eliminated the violator from its management bodies or removed it.

(4) Proposal on removal could be made by Association’s chairperson not less than one-fourth of all members of the Management Board or not less than one-fifth of all members of the Association.

(5)The resolution on removal should be accepted by the Management Board.

(6) The resolution of the Management Board on removal should be notified to the impacted member under article 17and is subject to appeal before the General Meeting under article 12, paragraph 6 and 7.

(7) The membership would be terminated as of the time of passing the resolution on removal.

(8) Association’s founders could be removed only with resolution passed by the General Meeting.

 

Suspension

            Article 21. (1) After the suspension, the membership of the entity would be terminated if:

  1. it systematically does not take part in Association’s activity;
  2. has not paid in timely manner the due and payable membership fee.

(2) The Management Board passes resolution on suspension with which it establishes the occurrence of the circumstance under paragraph 1.The resolution is to be communicated to the impacted member under article 17.

(3) The membership would be terminated at the time of passing the resolution on suspension.

 

Membership restoration

            Article 22. (1) The membership restoration could be requested only by an entity that is in conformity with the requirements under article 13, paragraph 1.

(2)The membership of an entity that was removed, could be restored not earlier than one month as of the effective date of the resolution on removal. In these cases the enforceable paragraph would be paragraph 4.

(3) The membership of an entity that was terminated on the grounds of article 21, paragraph 1, point 2,would be restored on the grounds of resolution of the Management Board after paying the due and payable membership fees that resulted in the removal. In these cases the introductory contribution, if such was establishment, would not be due and payable.

(4) In all other cases the membership would be restored under the general rules for becoming a member.

 

Third chapter

Management of the Association

 

Section І

Types of Association bodies

 

Management bodies of the Association

            Article 23. The management bodies of the Association are:

  1. General Meeting;
  2. Management Board.

 

Section ІІ

General Meeting

 

Statute and compounds of the General Meeting

            Article 24. (1) The General Meeting is the supreme body of the Association. Its resolutions are mandatory and binding for all Association’s members and all other bodies of the Association.

(2) The General Meeting consists of all Association’s members. Every member has one voting right at the General Meeting.

(3) The members participate in the sessions of the General Meeting solely and only via their legal representatives.

(4)By way of exception of paragraph 3 every Association’s member could be represented in the General Meeting on the grounds of authorization by the legal representative of another Association’s member of Management Board’s member. A member could represent on the grounds of authorization via its legal representative not more than other two members. The members of the Management Board could represent by authorization unlimited number of Association’s members.

(5)The power of attorney delegates for the authorized the voting right according to one’s internal conviction on the issues included in the agenda. Issuance of mandatory guidelines on the manner of exercising the voting right would be void.

(6) In view of every session of the General Meeting individual explicit power of attorney should be provided according to the template verified by the Management Board.

(7) The entities being represented on the grounds of authorization are perceived to be attending the session.

(8) If the legal representative of a member appears in person at the session, the power of attorney would be perceived as withdrawn.

 

Summoning General Meeting’s session

            Article 25. (1)The Management Board, upon its initiative, summons the General Meeting for an annual regular session.

(2) At any time and upon its initiative the Management Board could summon the General Meeting for an extraordinary session.

(3) The General Meeting should be summoned at an extraordinary session the Management Board and upon the initiative of not less that one-third of Association’s members. The initiators of General Meeting’s extraordinary session should define date, time and proposed agenda. The Management Board should summon the General Meeting at a session in a term of 14 days as of receiving members’ request. If during that term the Management Board does not summon the General Meeting for a session, it should be summoned by the district court at Association’s head office upon the request of the stakeholder members or the request of a person assigned with that task by them.

(4) The resolution on summoning a session of the General Meeting should contain the session type (regular or extraordinary), who initiated summoning it, date, time and place for holding the session and agenda. In the cases under paragraph 3 the Management Board acts in conformity with the information provided in the request for summoning an extraordinary session of the General Meeting.

(5)The extraordinary sessions of the General Meeting summoned upon the initiative of the members under paragraph 3, should be held as a rule at Association’s head office.

(6) The Management Board should publish in the Register of non-profit legal entities an invitation for the session of the General Meeting not later than 10 days before the date of holding the session. The invitation should contain the requisites under paragraph 4.

(7) The costs for holding the session of the General Meeting summoned upon the initiative of the Management Board are on Association’s account and when the session was summoned upon members’ initiative under paragraph 3, the costs are on the account of the member-initiators.

 

Quorum and institutionalization of the General Meeting

            Article 26.(1) The General Meeting has a quorum ad could pass resolutions if at the announced initial time, the session is attended by more than half of Association’s members.

(2) If at the announced time the session is attended by less than half all the members of the Association, the session would be postponed with an hour and held at the same place and with the same agenda, irrespective of the number of attendees.

(3) The members that appeared at the session of the General Meeting should be registered in a special register of attendees, in which they lay their signatures, including the ones that were late, whereas in the latter case the time of appearance should be noted in the register.The registration for participation in the session should be performed and the satisfaction of quorum requirements should be established by a member of the Management Board nominated by it.

(4)A member of the Management Board under paragraph 3 announces the presence and opens the session of the General Meeting.

(5) The session of the General Meeting should be headed by Association’s chairperson, and if he/she is absent – by a member of the Management Board nominated by Association’s chairperson or by the Management Board. In the case that no member of the Management Board attends, the General Meeting should nominate a chairperson of the session.

(6) A member that needs to leave the session ahead of terms, as well as a member who came late or gets back to the session, should inform the head of the session to this end. All changes in the presence should be announced by the session head and they should be reflected in the minutes.

(7) The head of the session could perform personal checks of the attendees. The check result should be reflected in the minutes.

(8) If the session was opened according to the terms and conditions of paragraph 1 and as a result of members leaving ahead of terms under paragraph 6 and 7 it is established that the quorum under paragraph 1 is absent, the head of the session should interrupt it for 15 minutes. After renewing the session, the head performs personal check of the attendance. If as a result of the check it is established that the session is still attended by less than half its members, the head of the session announces that the same would be continued according to the terms and conditions of paragraph 2. In the case that after the renewal it is attended by more than half of all members, but consequently absence of quorum is established once again under paragraph 1, the head of the session announces that the latter continues according to the terms and conditions of paragraph 2 without terminating it once again.

(9) In the beginning of every its session, the General Meeting elects among its composition minute-taker. The General Meeting elects counters, if the head of the session deems this is necessary.

(10) In view of the attendance, the held discussions, the voting results and the passed resolutions, shortened minutes should be taken. The head of the session and the minute-taker certify with their signatures the minutes and are responsible for the authenticity of its contents. In view of General Meeting’s session shorthander could be engaged for taking full shorthand minutes. The full shorthand minutes should be certified by the head of the session and by the shorthander.

 

Powers of the General Meeting

            Article 27. (1) The General Meeting:

  1. modifies and supplements the Articles of Incorporation;
  2. nominates the members of the Management Board;
  3. terminates ahead of terms the mandate pf Management Board’s members in the cases provided for in the Articles of Incorporation;
  4. annually verifies Association’s budget;
  5. verifies the statement on the budget performance, the activity report of the Management Board and releases the chairperson of the Association and the Management Board from liability in terms of managing Association’s activity;
  6. cancels the acts of the Management Board and of the other Association bodies that are illegal, contradict the Articles of Incorporation, previous resolution of the Management Board or internal regulation of the Association;
  7. passes resolutions on free disbursement of Association’s property in public interest and in the statutory cases;
  8. nominates a person or persons that would represent the Association in the legal disputes between the Association and the Management Board;
  9. passes resolution on transforming or terminating the Association;
  10. passes other resolutions in the statutory cases and the cases provided by these Articles of Incorporation.

(2)The powers under paragraph 1, points 1-9 could not be delegated to another Association’s body.

 

Resolutions of the General Meeting

            Article 28. (1)The General Meeting passes resolutions with ordinary majority of the attendees, unless the law or Articles of Incorporation provide for other majority.

(2) The resolutions should be passed with open vote. The General Meeting cannot vote secretly.

(3) Upon the discretion of session’s head, open vote would be performed personally. In the case of personal voting the head of the session invites every attending member under the list that contains the appellations of all members. The representative of the invited one declares before the General Meeting how to vote: with “yes”, with “no” or with “abstention”. If at the time of inviting the invited member is absent from the session of the General Meeting, this is to be announced by session’s head.

(4) The resolutions under article 27, paragraph 1, point 1 and 9should be passed by a majority of not less than two-thirds of the attendees, and the resolutions under article 32, paragraph 1, point 7 – by a majority of not less than two-thirds of all Association’s members.

(5) The voting results should be announced by the head of the session that establishes them in person or via the vote counters.

(6) The secret voting results should be established by the election commission and announced by the head of the session.

(7) The General Meeting cannot pass resolutions not included in the agenda announced with the invitation under article 25, paragraph 6.

(8) Association’s member does not have voting right including on the grounds of authorization, to issues that do not refer to it or its related parties according to the statutory provisions.

(9) Every member could challenge via court a resolution passed by the General Meeting in one-month term from getting to know but not later than one year after passing the resolution. The members that have attended the session of the General Meeting at which the resolution was passed, are perceived to be notified as of the session date.

 

Section ІІІ

Management Board

 

Statute, mandate and compounds of the Management Board

            Article 29. (1) The Management Board is a standing body that organizes and manages Association’s activity between the sessions of the General Meeting. The resolutions of the Management Board are mandatory to all Association’s members.

(2) The term of Management Board’s powers is five years.

(3) The Management Board consists of physical persons nominated by Association’s members.

(4)Before the election of new Management Board, the General Meeting passes resolution with which it defines the total number of members of the Management Board that cannot be lower than three.

(5)In the case of termination of the powers of Management Board’s members ahead of terms, the General Meeting could pass a resolution with which in conformity with paragraph 4,to cut down the total number of members of the Management Board, instead of nominating new members for the unoccupied positions or nominate only as many new members as the number of the remaining positions after cutting down the compounds of the Management Board.

 

Election of members of the Management Board

            Article 30. (1) Every member of the Association could propose applicant members of the Management Board.

(2) The applicants should present before the General Meeting declaration in writing to the fact there is no legal hindrance to participate in the management of non-profit legal entities and that they agree to take part in the election.

(3) When electing members of the Management Board, no “abstention” voting would be allowed.

(4) The General Meeting elects members of the Management Board with a majority pf those that took part in the voting process. If during the first voting not sufficient applicants are elected for filling in all unoccupied positions in the Management Board, new voting would be held for these positions. Before the new voting session new applicants could be nominated. During the new voting the elected applicants would be the ones that got the highest number of votes.

(5)If the number of applicant members of the Management Board equals the number of positions to be taken, the General Meeting could decide to vote on all nominations with single voting. If the applicants are not elected, we would proceed to individual voting on the nominations under paragraph 4.

 

Chairperson of the Management Board – statute, powers and release

            Article 31. (1)The Management Board nominates among its compounds chairperson of the Management Board.

(2) The Management Board could nominate more than one co-chairpersons of the Management Board. In that case the provisions of the Articles of Incorporation concerning the chairperson would be enforceable for each and every co-chairpersons.

(3) The Chairperson of the Association manages its activity whereas he/she:

  1. performs all necessary actions for the normal development of Association’s activity furthering the resolutions of the Management Board;
  2. nominates and releases the Association employees and manages the labour legal relations;
  3. enters contracts and undertakings on behalf of the Association;
  4. performs other actions assigned to him/her on the grounds of the Articles of Incorporation or on the grounds of resolution of the Management Board.

(4) The Management Board could release the chairperson of the Management Board from that title when the chairperson of the Management Board systematically defaults under his/her functions and obligations under paragraph 3.

(5) The Management Board could not release the chairperson of the Management Board from that title of his/hers only on the grounds that the chairperson of the Management Board has vetoed under paragraph 4-6.

(6) Additionally, the chairperson of the Management Board would be released from that title in the case of resigning before the Management Board.

(7) In the cases under paragraph 4 and 5 the released chairperson of the Management Board would retain his/her title of member of the Management Board, unless the resignation concerns it.

 

Sessions of the Management Board

            Article 32. (1) The Management Board would be summoned to hold a session by the chairperson of the Management Board, who defines the date, time, location and offers the agenda of each session.

(2) The chairperson of the Management Board should summon the session of the Management Board if this is requested in writing by not less than one-third of the total number of the other members of the Management Board. The chairperson of the Management Board should instruct summoning the session in a term of 7 days as of sending the request in terms of date, time, location and agenda the chairperson should act in conformity with the information provided in the request for summoning the session, in conformity with the provisions of paragraph 4.

(3) If during the effective term under the previous paragraph the chairperson of the Management Board does not summon session of the Management Board, the session could be summoned by every member of the Management Board.

(4) The members of the Management Board should be notified on the date, time, location and the proposed agenda of the session not later than 48 hours before session’s initial time. Notification should be performed under article 17 and is perceived as performed even if the reception is not confirmed.

(5) The session of the Management Board has quorum and could pass resolutions if it is attended half the members of the Management Board. An attendee is a member of the Management Board with whom bi-direction telephone or other connection is established, allowing to identify him/her, as well as his/her participation in the discussions and the decision-making process. The participation of these members of the Management Board should be certified in the minutes by the head of the session.

(6) The sessions of the Management Board would be headed by the chairperson of the Management Board. If he/she is absent, the session would be headed by a member of the Management Board nominated by the chairperson of the Management Board and if he/she is absent – by its member nominated by the Management Board.

(7) In view of each session of the Management Board, minutes should be drawn. The head of the session and minute-taker nominated by the Management Board certify and are responsible for the authenticity of minutes’ contents.

 

Powers of the Management Board

            Article 33. The Management Board:

  1. manages and organizes the whole business of the Association in conformity with the provisions of the Articles of Incorporation and furthering the resolutions of the General Meeting;
  2. accepts and suspends members and establishes members’ removal;
  3. annually draws and deposits at the General Meeting draft-budget;
  4. enforces the budget;

5.annually draws and deposits at the General Meeting its activity report and statement of the budget performance;

6.verifies the annual activity report of the Association;

  1. passes resolutions for Association’s participation in other legal entities and organizations;
  2. manages and disposes of Association’s property;
  3. it could pass internal regulations that provide for Association’s activity;
  4. it could assign to its members the performance of particular functions related to the activity organization;
  5. it defines the employment basis and amount of the labour remunerations of Association’s employees;

12.in the case of terminating the Association – performs liquidation;

  1. is competent in all issues that the law and/or Articles of Incorporation define to be within the scope of its powers or are not explicitly defined to be within the powers of another body.

 

Passing resolutions by the Management Board

            Article 34. (1) The Management Board passes resolutions with ordinary majority of its members attending the session unless law or Articles of Incorporation require another majority.

(2) Voting in the Management Board is clear and personal. No authorization of a particular member of the Management Board by another member of the Management Board would be allowed, as well as whatever other person voting on behalf of a member of the Management Board.

(3) The resolutions under article 33, point 1, 4, 8, 9 and 12should be passed by a majority of all members of the Management Board.

(4) The chairperson of the Management Board could veto every resolution of the Management Board, except for a resolution on summoning a session of the General Meeting and resolutions under article 33, point 3, 5, 6 and 12. The veto should be enforced not later than 7 days from passing the resolution. The veto stops resolution’s effect.

(5)At the time of vetoing, the chairperson of the Management Board should summon the Management Board for holding a session in order to consider the issue once again. The session of the Management Board should be held up to 14 days as of the date of vetoing the resolution. If during this term no session is held of the Management Board, the vetoing would be null by right.

(6) The veto of the chairperson of the Management Board could be cancelled by the Management Board if the members of the Management Board who voted were no less than three-fourths of all members. In this case the chairperson of the Management Board does not have the right to vote and his/her vote would not be counted when defining the majority. If the defined majority is not achieved, the vetoed resolution would not be enforceable.

(7)A resolution could not be vetoed for which, at the time of passing it, if the members of the Management Board who voted were no less than three-fourths without counting the vote of the chairperson of the Management Board or that was passed under paragraph 8.

(8)The Management Board could pass resolutions without holding session, if the minutes are signed without remarks and objections by all members of the Management Board.

 

Termination of the powers of a member of the Management Board ahead of terms

            Чл.35. (1) The powers of a member of the Management Board would be terminated ahead of terms on the grounds of:

  1. resolution of the Management Board on pre-term release;
  2. systematic non-participation in the work of the Management Board;
  3. occurrence of circumstance under article 20, paragraph 2 and 3;
  4. resignation;

5.death.

(2) Systematic non-participation in the work of the Management Board is present if a member of the Management Board was absent without due cause from three or more subsequent sessions or from more than half the sessions of the Management Board for a calendar year, including the ones that didn’t take place because of the absence of quorum of the Management Board. If a member of the Management Board was hindered and could not take part in the session because of due cause, it should notify to this end the chairperson of the Management Board and upon request – to present evidence. If evidence for justifying the absence are requested and the member of the Management Board does not present them in the defined term, it would be perceived its absence is not because of due cause.

(3)Member of the Management Board resigns before the Management Board.

(4) The circumstances under paragraph 1, point 2 and 3 are established with resolution of the General Meeting.

(5) In the cases under paragraph 1, point 4 and 5the powers would be terminated ahead of terms under the occurred circumstance and the termination is not subject to verification by association’s body. In these cases the chairperson of the Management Board notifies the Management Board, then declares in the Register of non-profit legal entities entering the changes.

(6) In all cases of termination of Management Board’s member ahead of terms, the newly elected ones finish the current mandate.

(7) If some positions in the Management Board are vacant, the requirements towards the initiatives, quorum for the sessions and the majorities for passing resolutions these are calculated based on the number of Management Board’s members that effectively perform their powers.

 

Fourth chapter

Property issues

 

Property accumulation

            Article 36.The Association accumulates property: from membership fee, introductory contributions and supplementary material contributions; from donations; from testaments made in the interest of Association; from funding provided by the state and municipalities and by other persons and institutions; from the results of its supplementary business; from every other source allowed by law and in conformity with good morale.

 

Property disbursement

            Article 37. (1)The Association disburses its property for covering the costs necessary for maintaining its activity and achieving its socially beneficial objectives.

(2) The property accumulated from donations and testaments should be managed and disbursed furthering the will of the donor, and of the testator correspondingly, if the donation or testament was conditional.

 

 

 

Financial result

            Article 38.The Association uses the realized positive financial result exclusively and solely for the development of its activity and the performance of its socially beneficial objectives. The profit distribution, in whatever pattern, is forbidden.

 

Costs incurred by the Management Board’s members

            Article 39. (1)The members of the Management Board perform their functions unsalaried and could not receive in whatever manner remuneration for the title occupied by them.

(2)The members of the Management Board have the right to get reimbursed the costs incurred by them in relation to the performance of their functions.

 

Fifth chapter

Publicity and transparency

 

Website

            Article 40. (1)The Management Board should undertake the necessary actions for the elaboration and maintenance of Association’s website. With the website we provide publicity and transparency of Association’s activity.

(2) The following should be published at the website:

  1. The Articles of Incorporation and the other regulations;
  2. the names of the Management Board’s members;
  3. all resolutions and acts of Association’s bodies;
  4. the budget, reports on budget performance and activity reports of the Management Board;
  5. the annual activity reports of the Association;
  6. detailed information about every event organized by the Association.

(3) The resolutions and acts of Association’s bodies announced at its website would be perceived as notified to the members and their stakeholders after the expiration of one month as of the date of publishing them.

 

Association books

            Article 41. (1)The Association maintains Members’ book, Minutes book for the sessions of the General Meeting and Minutes book for the sessions of the Management Board.

(2) In Members’ book we put down the appellation of every member, the Uniform Identification Code number, the dates of membership occurrence, termination and renewal, the grounds for terminating the membership and notes are made on the made contributions.

(3) In the Minutes’ books we attach an original of every session’s minutes of the General Meeting and the Management Board.

(4) Books’ maintenance is an obligation of the chairperson of the Management Board. He/she could assign this obligation to a member of the Management Board, and in that case the chairperson of the Management Board should control the accurate and due books’ maintenance.

(5) Every member could make inquiries in Association’s books. The inquiries should be made at Association’s registered address and upon member’s request a transcript could be taken. The personal data contained in the transcript should be deleted.

 

Sixth chapter

Reorganization, termination and liquidation

 

Reorganization

            Article 42. (1)The Association could be reorganized in non-profit legal entity in private benefit including via acquisition, merger, separation and divestment.

(2) The reorganization resolution should be passed by the General Meeting with a majority of at least two-thirds of the members attending the session.

 

Property and obligations in the case of reorganization

            Article 43. (1) In the case of merger and acquisition all property rights and obligations of the Association pass to the newly occurred non-profit legal entity in public interest to the resulting non-profit legal entity in public interest.

(2) In the case of separation and divestment the manner of distributing the property rights and obligations among the non-profit legal entities in public interest resulting from the reorganization would be defined on the grounds of the resolution of the General Meeting on separation or divestment. Irrespective of the amount of the assigned property rights and obligations, the non-profit legal entities in public interest resulting from the reorganization would be severally liable for Association’s obligations that occurred before the reorganization.

 

Termination

            Article 44.The Association would be terminated on the grounds of resolution of the General Meeting, passed with majority of at least two-thirds of the members attending the session or in the other statutory cases.

 

Liquidation

            Article 45. (1)Association’s liquidation should take place according to the terms and conditions provided by law.

(2) The liquidation should be performed by the Management Board.

 

Property after the liquidation

            Article 46.The issue of providing the property left after Association’s liquidation should be settled with the termination resolution.

 

Supplementary provisions

 

Definitions

  • 1. (1) “Due cause” for the absence of a member of the Management Board from a session is the following:
  1. disease of Management Board’s member or if his/her relative got ill;
  2. pregnancy, as well as maternity up to one year after giving birth;
  3. work obligations;
  4. serving another statutory civil debt;
  5. other circumstances that are force majeure.

(2) In terms of majorities:

  1. “ordinary majority” is present if in terms of proposal put to voting the votes “for”/”yes” are more than the votes “against”/”no”;
  2. “majority of all members” is present if more than half the members of the collective body have voted “for”/”yes” the proposal put to voting;

(3) In the case for the purposes of undertaking a particular action or passing particular resolution the Articles of Incorporation requires a particular number of members doing this (with particular number of votes, correspondingly), expressed in the Articles of Incorporation as an common fraction, and the result from calculating this common faction is an integer, the requirements of the Articles of Incorporation are satisfied, if the initiative is made by as many members (the issue got as many votes correspondingly) as the next higher integer.

 

Examples under paragraph 3:

  1. In the case of thirty-seven members of the Association:

а) quorum for a session of the General Meeting under article 26, paragraph 1 of more than half the members: 37/2=18,5; quorum is present if nineteen members are attending;

  1. b) if at a session of the General Meeting during which we review changes in the Articles of Incorporation all members attend in terms of the majority of two-thirds: (37/3)х2=24,66(6); the majority for passing changes in the Articles of Incorporation is twenty-five votes.
  2. In the case the Management Board consists of seven members:
  3. a) majority of all members of the Management Board: 7/2=3,5; the majority for passing the resolution is four votes;
  4. b) majority of three-fourths of all members of the Management Board excluding the vote of Association’s chairperson: (6/4)х2=4,5; the majority is of five votes.

 

Right to equal vote

  • 2. Every member of a collective body has one vote when passing the resolutions.

 

Numbering of the sessions of the General Meeting

  • 3.The Association maintains uniform and consistent numbering of General Meeting’s sessions, irrespective of session’s type (regular or extraordinary).

 

FINAL PROVISION

 

  • 4. In the year of incorporating the Association no regular session of the General Meeting would be held.