Statute
GENERAL REVISIONS
1. The Association Council for Economic and Diplomatic Relations, hereinafter referred to as the Association, is a non-profit legal entity registered under the provisions of the Non-Profit Legal Entities Act.
1.1. The association is separate from its members and is responsible for its obligations with its property. The members of the Association are responsible for its obligations only up to the amount of the material contributions provided in this Statute.
1.2. The association is performing activities for private benefit.
NAME
2. The Association shall operate under the name "Council for Economic and Diplomatic Relations".
2.1. The name of the Association is written in Latin letters as follows: Association "COUNCIL ON ECONOMIC AND DIPLOMATIC RELATIONS".
SEAT AND ADDRESS OF MANAGEMENT
3. The headquarters and address of management of the Association are in: Sofia, 1404, Blvd. Bulgaria 51A
OBJECTIVES
4. The objectives of the Association are as follows:
1. Encouragement and coordination of the economic, commercial and cultural-academic relations between the Republic of Bulgaria and other countries.
2. Encourage the investments of foreign companies in Bulgaria as well as the development of technology and technologies.
3. Creating a platform for information, analysеs and cooperation to achieve the Council's objectives.
4. Creating public attitudes for incentives for sustainable development of Bulgaria's relations with other countries.
5. Establishment of network connections between local authorities, scientific organizations, enterprises and companies to encourage the investments of foreign companies in Bulgaria.
6. Accession and membership of other national and international organizations with a related field of activity.
7. Development of projects for applying for municipal, national programs and programs of the European Union with its own funds and knowlage or by assigning specialized consultants.
8. Representing the members of the Association and protecting their positions and interests.
MEANS TO ACHIEVE THE OBJECTIVES
5. The means by which the Association will achieve its objectives are:
1. Making partnerships with state and municipal institutions, non-governmental Bulgarian, foreign and international organizations working in the field of international relations and investments.
2. Mediation and information support for the development of strategies and for the development of relations between Bulgaria and other countries.
3. Participation in Bulgarian and international programs and projects related to the goals of the Association.
4. Creating and disseminating information in various forms of the Association's activities, its popularization in the country and abroad, as well as the results achieved by it.
5. Providing assistance to the members of the Association for establishing business contacts with partners from the country and abroad.
6. Making contacts and working with similar organizations from the country and abroad.
7. Organization of expert meetings, conferences, round tables, exhibitions and any other formal and informal activities related to exchange of experience in everything that concerns the improvement of the relations of Bulgaria and other countries.
8. Organization of expert meetings, symposias, seminars, conferences, round tables, related to popularizing the activity of the Association and in order to achieve its goals.
ACTIVITY
6. The Council for Economic and Diplomatic Relations is a non-profit legal entity operating in private benefit.
6.1. The object of activity of the Association is mediation, preservance and development of the business relations between organizations from the state, private and non-governmental sector from the Republic of Bulgaria and other countries; The exchange of information and experience in relation to the activities carried out by the members of the Association, as well as the provision of consultations to companies from Bulgaria and foreign companies for the establishment of joint ventures and other services in the framework of promoting trade relations; Providing information and advice, preparing opinions and reports on the state of the private and academic sectors; Periodical conferences, symposias, seminars, conferences, round tables, related to the promotion of the Association's activity for exchange of experience and information about everything related to the goals of the Association.
TIME OF EXISTENCE
7. The Association is established for an unlimited period of time.
MEMBERSHIP
8. Members of the Association may be capable legal and natural persons representing companies, companies, business organizations and non-governmental organizations that have an interest in supporting and developing the goals of the Association and wish to benefit from the activity of the Association.
ACQUISITION OF MEMBERSHIP
9. Membership of the Council for Economic and Diplomatic Relations is voluntary.
9.1. The applicant shall submit a written request to the Management Board stating that the applicant is aware of and accepts the provisions of these Statutes;
9.2. Once accepted by the Management Board, the applicant completes a form indicating personal and contact details (home and e-mail address, contact telephone number);
10. Candidates - legal entities submit with the application copies of their registration documents and of the decision of their management bodies for membership in the Association.
10.1. Candidates are accepted by the Management Board;
10.2. The Management Board may accept honorary members as individuals who sympathize with the objectives of the Association and contribute to its well-being. If they wish to do so, they are entitled to participate in the meetings of the Management Board and in the voting with the right of an advisory vote.
RIGHTS AND OBLIGATIONS OF THE MEMBERS
11. The members of the Association have the following rights:
1. To participate in decision-making with the right to vote in the General Assembly;
2. To receive information and to participate in the discussion and evaluation of the activity of the Association;
3. To make proposals for changes in the composition of the bodies of the Association;
4. To be elected in the bodies of the Association;
5. Participate in the activities of the Association in accordance with its capabilities and qualification;
6. To benefit from the results of the activity of the Association only in accordance with the provisions of these Statutes;
7. To use the property of the Association only insofar as it is related to the exercise of activities and functions in its management bodies or ones assigned by decision of these bodies;
8. If unable to attend members of the Association, have the right to authorize a third person, to exercise their rights when voting at the General Assembly, but not more than twice a year;
9. Leave the Association at their own will.
12. Members of the Association are obliged:
1. To obey the provisions of these Statutes and to implement the decisions of the governing bodies of the Association;
2. To participate in the activity of the Association and to work for the realization of its goals;
3. Participate actively in the meetings of the General Assembly;
4. To raise the authority of the Association and not to any actions or inactions that contradict its aims and misuses or devalue it
5. Regularly pay their current membership fee;
6. Not to use in any way the membership in the Association for the achievement of goals contrary
to the Statute and the objectives of the Association;
7. Not to use in any way the authority and activities of the Association for the benefit of other natural or legal persons, without the explicit authorization of the Managing Authority;
8. To be initiative in informing themselves about the activities of the Association;
9. To leave their contact details and, in case of change, to notify in time the relevant bodies of the Association.
13. Membership rights and obligations, with the exception of property rights, are non-transferable and do not pass on to other persons upon death, respectively upon termination.
14. Members of the Association may, in the absence of attendance, have the power to authorize a natural person who is a member of the Association to exercise their rights when voting at the General Assembly, but not more than twice a year, which shall be done in written form and the authorization shall take effect after written notice to the Management Board. In these cases, the Authorizing Officer is responsible for the failure of the Employee to fulfill its obligations. The proxies other than themselves can not represent more than one member at a time, nor re-authorize third parties.
15. For the obligations of the Association, its members are liable only to the extent of the material contributions provided for in this Statute and the creditors are not entitled to claim rights to personal property above that amount.
TERMINATION OF MEMBERSHIP
16. Membership shall be terminated:
● a unilateral written statement of intent addressed to the governing body of the Association at least ten days before the date of departure;
● by the death or putting under full disability, respectively, termination of the legal personality of a member of the Association;
● excluding or terminating of the membership;
● with the termination of the Association;
17. A member of the Council for Economic and Diplomatic Relations may be excluded by decision of the Managing Board when:
● violates the provisions of art. 12 obligations;
● grossly violated or systematically violates the Articles of Association;
● by its actions undermines the authority of the Association;
● perform other actions that make his / her further membership in the Association incompatible;
● has not paid or has overdue several consecutive membership fees, the number of these installments being determined by the Board of Directors;
● ceased to participate in the activities of the Association by not attending a certain number of meetings of the General Assembly in the same year, the number of which shall be determined by decision of the Management Board.
18. Upon termination of membership, the Association shall not owe the return of the material contributions made.
ORGANIZATIONAL STRUCTURE AND BODIES
19. The Association functions through the bodies set forth in this Statute and performs its immediate activities through the general events.
ORGANS
20. The bodies of the Association are:
● General Assembly;
● Management Board.
GENERAL ASSEMBLY
21. The General Assembly is the supreme body of the Association and consists of all members of the Association;
21.1. Legal entities participate in the meeting through the persons who represent them.
21.2. The General Assembly shall be convened at least once a year.
COMPETENCY OF THE GENERAL ASSEMBLY
22. The General Assembly:
1. amends the Statute;
2. adopts rules for carrying out business accounting, declarations, etc .;
3. elects and dismisses the members of the Management Board;
4. decides on the opening and closing of branches;
5. decide on participation in other organizations;
6. decides on the transformation or termination of the Association;
7. approves the budget of the Association, prepared and submitted by the Management Board;
8. accepts the report on the activity of the Management Board;
9. takes decisions on all other matters within its competence by the law or these Statutes.
CONVOCATION
23. The General Assembly is convened at a meeting of the Managing Board of the Association. The meeting should be held in suitable premises in the settlement at the headquarters of the Association.
24. The Managing Board has the initiative to convene it. One third of the members of the Association have the right to request the Managing Board to convene a General Assembly and, if he does not make a written invitation within a month from the date of the written request, the meeting shall be summoned by the court with a written request of the interested members or by a person obliged by them to do so.
RIGHT OF INFORMATION
25. The invitation shall be in written form and shall contain the agenda, the date, the time and the place of holding the general meeting, as well as the instructions on whose initiative the meeting is convened. The invitation is sent electronically to the members of the Association and is placed at the announcement site at the management address of the Association at least one month before the scheduled day.
QUORUM
26. A General Assembly is lawful if more than half of all members are present. In the absence of a quorum, the Assembly shall be postponed an hour later and shall be held in the same place and on the same agenda and shall be considered regular, regardless of the number of members who have appeared.
26.1. The quorum shall be established by the chairperson of the Assembly on the basis of a list indicating the names of the members present and their representatives, signed by them, endorsed by the chairman and Recorder person of the meeting and is attached to the Recordings (protocols).
VOTING
27. In voting, each member of the Organ has the right of one vote.
27.1. Voting at a General Assembly is obvious, not secret.
CONFLICT OF INTERESTS
28. A member of the Association shall not have the right to vote in resolving issues related to:
1. him; her/his husband or wife or relative in a straight line - without limitation, by collateral line - up to the fourth degree or by marriage - up to the second degree including;
2. Legal entities in which he is a Manager or may impose or impede decision-making.
SOLUTIONS
29. Decisions of the General Meeting shall be taken by a simple majority (50% plus one vote) of the attendees, and the decisions under Art. 22, par. 1, item 1 and item 6 shall be taken by a qualified majority of 2/3 of those present.
30. The General Assembly cannot take decisions that are not included in the agenda, announced in the invitation.
PROTOCOL
31. A record shall be kept for each session of the General Assembly, which shall be certified by the chairperson of the meeting and the person who drafted the recording, who shall be responsible for the accuracy of its contents;
31.1. The Recorder of the meetings of the General Meeting may be a member of the Management Board or other regular member of the Association appointed by the Management Board;
31.2. The recordings, together with a list of the attending and the written materials on the convening and the holding of the General Assembly, are recorded in a specific book;
31.3. Each member present at the General Assembly has the right to ensure that the meeting is properly reflected and the decisions taken in the recordings are taken.
MANAGING BOARD
32. The Managing Board is the Managing Authority of the Association. It consists of 3 to 11 persons.
MANDATE
33. The term of office of the Management Board is 3 years, and the members of the Management Board may be re-elected in an unlimited number of times.
POWERS AND OBLIGATIONS
34. The Management Board:
1. convenes the General Assembly and determine the agenda;
2. performs management activity in compliance with the Statute and the law and ensures the implementation of the decisions of the General Assembly;
3. accepts the new members of the Association;
4. adopts programs for the implementation of the main tasks of the Association and determine the ways of carrying out its activities;
5. makes proposals for amendments to the Articles of Statute of the Association;
6. dispose of the property of the Association in compliance with the requirements of this Statute;
7. upon termination, the Association carries out liquidation or appoints a person to carry out the liquidation;
8. prepares and submits annually to the General Assembly a draft budget;
9. prepares and submit to the General Assembly a report on the activity of the Association;
10. organizes the performance of the activity of the Association;
11. decides on the debt and the amount of the membership fee or the material contributions;
12. decides whether the membership fee should be monthly, quarterly, six-month or annual;
13. appoints a treasurer of the Association to collect and record meetings and the available membership fees and material contributions;
14. takes decisions on any matter other than that which falls within the competence of the
General Assembly.
MEETINGS
35. Meetings of the Management Board shall be convened by the Chairman (or Vice-Chairpersons) on his own initiative, but not less frequently than once a month, and at the written request of each of its members. If the Chairman does not convene a meeting within seven days of the written request, such a meeting shall be convened by each of the interested members.
36. The meeting shall be regular if more than half of the members of the Management Board are present. The person with whom there is a bilateral telephone connection, guaranteeing his / her identity and allowing his / her participation in the discussion and decision making, which is certified in the recordings by the chairperson of the meeting, shall also be considered to be present.
36.1. A regular decision may also be taken without a meeting if the recordings are signed without comments and objections by all members of the Management Board.
36.2. A report shall be kept for each meeting of the Management Board, which shall be certified by the chairperson of the meeting and the person who drafted the recordings, who shall be responsible for the accuracy of their contents.
36.3. The minutes of the meetings of the Managing Board shall be chosen by decision of the Management Board and shall not preclude the possibility of being one of its members.
37. Meetings are chaired by the Chairman of the Management Board and, in his absence, by a member elected by the Management Board.
SOLUTIONS
38. The Management Board shall take its decisions by a simple majority, except for the decisions under Art. 34, item 4, item 6, item 7, item 10, which shall be taken by a majority of all members of the Management Board.
CONTROL
39. Any interested member of the Association may challenge a decision of the Management Board that has been taken in contradiction with the law, this Statute or a previous decision of the General Assembly, by submitting a complaint to the General Meeting at its next meeting.
RESPONSIBILITY OF THE MANAGEMENT BOARD
40. The members of the Management Board are jointly and severally liable for their actions, damaging the property or the interests of the Association.
41. The powers of a member of the Management Board may be terminated by a decision of the General Assembly:
1. in case of impossibility to carry out the activity for which he has been elected;
2. in case of motivated refusal of his / her position by the respective member before the General Assembly;
CHAIRMAN OF THE BOARD
42. The Management Board shall elect a Chairperson and two Deputy Chairpersons from among its members, determining in their decisions their additional functions.
43. The Chairperson is a materially responsible person of the Association.
43.1. The Chairman represents the Association in its relations with third parties.
43.2. Where the President is prevented from acting temporarily, his / her powers shall be assumed by another member of the Management Board appointed by him / her.
43.3. The Chairman has the right to vote in the General Assembly and in the Management Board.
44. The Deputy Chairpersons shall perform the functions of the Chairperson in his / her absence.
45. The Deputy Chairpersons shall represent the Association in its relations with third parties together with the Chairman and separately from him.
PROPERTY
46. The property of the Association consists of the right of ownership and other real rights on movable and immovable property, receivables, other rights regulated by the law.
SOURCES OF RESOURCES
47. The sources of funding of the Association are the material contributions of the members, the business activity provided for in these Articles of the Association, donations from individuals and legal entities, sponsorship, subsidies from other organizations and other lawful ways.
PROPERTY CONTRIBUTIONS OF MEMBERS
48. The members' material contributions shall be determined by type and size by the Management Board, which shall indicate in their decision the manner of their deposit.
48.1. All regular members of the Association owe membership fees in an amount determined by the Management Board.
ADDITIONAL BUSINESS ACTIVITY
49. The Council for Economic and Diplomatic Relations shall carry out additional economic activity, which shall be irrevocably related to the main object of activity and to the objectives of the Association and shall consist in the following:
- organizing and conducting training and retraining courses, seminars, workshops and conferences;
- mediation in business contacts;
- publishing publications (articles, books) on the priority themes of the Council;
- organization of fundraising events.
49.1. The association does not distribute profit.
49.2. Revenue from supplementary business is used only to achieve the objectives set out in the Statute.
PROCUREMENT OF PROPERTY
50. The association may spend the property and carry out its activity insofar as it is aimed at achieving the objectives determined by the order of these Statute.
CONVERSION
51. The association may be transformed into another non-profit legal entity. The transformation takes place with a qualified majority of 2/3 of the attending members of the General Assembly.
TERMINATION
52. The association is terminated:
1. by decision of the General Assembly;
2. by decision of the district court of the seat in the cases of Art. 13 para. 1, item 3 of the Law on Non-profit Organizations.
LIQUIDATION
53. Upon termination of the association, liquidation shall be carried out, to which the provisions of the Commercial Law shall apply.
PROPERTY AFTER LIQUIDATION
54. If the General Assembly has not taken a decision on the distribution of the assets left after the creditors have been satisfied, the liquidator shall redeem it and distribute it among the members in accordance with their property contributions.
TRANSITIONAL AND FINAL PROVISIONS
§ 1. The provisions of the Non-Profit Legal Entities Act shall apply to cases not settled in this Statute, as well as to the interpretation and application of its provisions. If there is a contradictory by the provisions of this Statute and the ones from the corresponding law, the law provisions are replacing them.