Statute of incorporation



STATUTE OF INCORPORATION

І. GENERAL PROVISIONS

Definition and Legal Status


Art. 1. (1) This Statute shall settle the legal status of the Hellenic Business Council in Bulgaria (hereinafter referred to as “the Council”) as a non-profit organization within the meaning of the Law on Non-Profit Legal Entities.(2) The Council shall be a voluntary, independent, non-political and non-religious organization uniting its members on voluntary basis to carry out the activity and achieve the objectives defined hereinafter.

(3) The Council shall be a legal entity having all rights and obligations not related to the natural qualities of individuals and own property.(4) The Council shall not be liable for the obligations of its members. The Council shall be liable for its obligations with its property.

Term of Existence

Art. 2. The Council shall be bound by no term of existence.Name

Art. 3. The Council shall exist and operate under the name of Hellenic Business Council in Bulgaria. Its name in English shall be written as Hellenic Business Council in Bulgaria.Seat and Address of Management

/Amended with GM Decision /12.04.2006 /

Art. 4. (1) The seat of the Council shall be in the Region of Oborishte, City of Sofia.

(2) The address of management of the Council shall be: Apartment 4, Floor 4, Entrance V, 1 Oboriste Street.

Seal

Art. 5. The Council shall have its own seal in Bulgarian and in English language. The Board of Directors shall determine its shape and image design.

Written Acts

Art. 6. Each written statement on behalf of the Council shall contain its name, seat and management address and registration data, including BULSTAT, and shall be sealed with the Council’s seal.


ІІ. OBJECTIVES AND SCOPE OF ACTIVITY

Key Objectives


Art. 7. The scope of key objectives of the Council shall include support and promotion of the bilateral economic and cultural relations between the Republic of Bulgaria and the Republic of Greece, particularly in the filed of investments, trade and know-how transfer.Methods for Achievement of the Council’s Objectives

Art. 8. (1) To achieve its objectives the Council shall:

1. Present information and advice on the economies of Bulgaria and Greece. Simultaneously, the Council shall communicate general and more specific information to Bulgaria on the development of the economies of EU member-states and the Balkan and Black Sea Region countries and such information to Greece on the development of Bulgaria. Such information shall also include the development programs of both countries, the European Union, international organizations, etc.;

2. Organize discussions, symposia, conferences and other events directed at establishment and development of trade, cultural and tourist relations between Bulgaria and Greece and facilitating the circulation of information on the relevant issues;

3. Render consultations on the establishment of business contacts among persons, enterprises and interested economic circles in Bulgaria and Greece and maintain and ensure the further development of such relations;

4. Facilitate and promote the economic relations between Bulgaria and Greece and support the participation in trade exhibitions and entrepreneurs in their relations with governmental agencies, state enterprises and other organizations in Bulgaria and Greece;

5. Collect information about the economic positions of Bulgaria and Greece and the status and development of various economic and commercial issues and avails with such information through publication, including circular instructions, annual reports, information bulletins, etc.6. Establish and promote the development, trade, investments and know how and technologies transfer, as well as the opportunities for cooperation between Bulgaria and Greece;

7. Keep a register of its members and issue certificates of membership with the Council to interested persons;

8. Render advice to and support its members when their legal rights or interests are concerned or threatened.

(2) In carrying out their activities, the Council and its members shall refrain from any political and religious activities.Type and Scope of Activity

Art. 9. (1) The activity of the Council shall be defined as activity to the personal benefit of its members. For the purposes of this Statute, activity to personal benefit shall be an activity carried out to protect the general interest or interests not contradicting the general individual interest of the Council’s members.

(2) To achieve its objectives provided for in Art. 7 hereof the Council shall:

1. Represent its members, coordinate and launch their common opinion to achieve single expression and objectives and promote the achievements of the Greek circle of entrepreneurs in Bulgaria;

2. Intervene before the authorities and competent bodies in Bulgaria, Greece and the European Union to protect grounded claims of its members and assist in providing solutions to their problems.

3. Stimulate and support the development of the Bulgarian-Greek economic, entrepreneurial and investment relations.

4. Render advice and provide information that may be useful for the further strengthening of the favourable investment climate between Bulgaria and Greece;

5. Inform its members and other interested organizations about available entrepreneurial investment opportunities in Bulgaria;

6. Assist the Bulgarian authorities in overcoming or solving difficulty or problems that may appear in the process of realization of the Bulgarian-Greek economic activities based on joint efforts;

7. Promote the development of the Bulgarian-Greek cultural relations and cultural programs directed at better understanding between the two peoples and mutual learning of their languages;

8. Create or participate in existing networks of similar councils, chambers, associations and other organizations.


Ancillary Economic Activity

Art. 10. (1) The Council may also carry out the following ancillary economic activities:

1.Publishing;

2.Advertising, information and consulting services;

3. Execution of any transactions in the country and abroad that are allowed by law, including acquisition and disposal of real estates, movable property, real rights, securities and items of intellectual property.(2) The Council shall not distribute the gains on carried out ancillary economic activities under Para 1. All proceeds from the ancillary economic activity shall be used to finance the core activity of the Council.


ІІІ. COUNCIL’S PROPERTY


Sources

Art. 11. The Council’s property shall comprise:

1. Admission membership fees;

2. Membership fees;

3. Program subsidies and funding;

4. Sponsorship, donations and items willed in favour of the Council;

5. Proceeds from ancillary economic activity;

6. Funds received from the management of the Council’s property.Art. 12. (1) The amount and manner of payment of the admission membership fees and membership fees shall be determined every financial year by the Council’s Board of Directors.

(2) By decision of the General Meeting, the Council Members can make targeted contributions in order to achieve certain goals defined in the Statute or in a decision of the General Meeting. In its decision, the General Meeting shall define the goal, the amount and the manner the contributions are collected. The decision shall be adopted with majority of 2/3 of the members present at the General Meeting of the Council Members.


ІV. COUNCIL MANAGEMENT


Bodies

Art. 13. Bodies of the Council shall be:

1. The General Meeting and

2. The Board of Directors.General Meeting

Art. 14. (1) The General Meeting shall be the supreme body of the Council.

(2) Any and all regular members of the Council, who have performed their financial obligations (payment of admission membership fees, membership fees, etc.) to the Council, shall have the right to participate and vote in the General Meeting. A regular member shall participate in the General Meeting in person or by proxy.

(3) A regular member - legal entity shall be represented in the General Meeting by its legal representative or an explicitly authorized person.(4) A proxy of an individual or a legal entity may be solely an individual.(5) A power of attorney shall be executed in writing and explicitly issued for participation in the General Meeting of the Council. A power of attorney may be issued for particular or unlimited numbers of sessions.

(6) A proxy shall have no right to re-delegate its rights to third parties.

(7) A proxy shall have the right to represent up to 3 (three) members in the General Meeting.Competence of the General Meeting

Art. 15. (1) The General Meeting shall:

1. Amend and supplement the Statute of the Council;

2. Transform and dissolve the Council;

3. Elect and dismiss the members of the Board of Directors;

4. Approve the annual financial statement if such are to be prepared in compliance with the effective legislation;

5. Consider complaints against decisions on membership termination or membership application form rejection, made by the Board of Directors;

6. Adopt key directions and programs for the activity of the Council;

7. Approve the budget of the Council;

8. Approve the report on the activity of the Board of Directors;

9. Appoint and discharge a certified public accountant if this is regulated by a decision or provided for in the effective legislation;

10. Cancel decisions of the Board of Directors contradicting the provisions of this Statute or the effective legislation;

11. Exempt the members of the Board of Directors from liability;

12. Adopt decisions on the issues provided for in Art. 12, Para 2 hereof;

13. (Supplemented pursuant to a Resolution of the GM, dated 23.04.2013). Approve expenses of the Council exceeding BGN 50 000 (fifty thousand).

14. Adopt decisions on other issues provided for hereof.

(2) Decisions of the General Meeting shall be mandatory for the other Council bodies. They shall become effective from the moment of their adoption, unless it is otherwise stipulated in the decision itself or by law.

(3) Decisions of the Council bodies in violation of the law, the Statute or preceding decisions of the General Meeting may be contested in front of the General Meeting, upon request by the Council members or bodies concerned. The contestation shall be addressed through the Council`s Board of Directors within a month of receipt of information on the matter but no later than a year from the adoption date of the contested decision. The Board of Directors shall be obligated to include a review of the received contestation in the agenda of the first General Meeting scheduled to be held after the receipt of the contestation.

Convocation and Holding of Sessions of the General MeetingArt. 16. (1) A session of the General Meeting shall be held at least once per year at the seat of the Council.(2) The first General Meeting shall be held no later than 18 months from the incorporation of the Council and the following regular sessions – no later than 6 months following the end of the relevant calendar year. The General Meeting shall appoint a chairperson and a secretary of the session.

(3) The General Meeting shall be convened on the initiative of the Board of Directors or upon request by one-third of the regular members of the Council in the city where the Council’s seat is located. If in the latter case the Board of Directors does not send written invitation regarding the convocation of the General Meeting within a month, the session shall be convoked by the court in the city where the Council’s seat is located, upon written request by the members concerned or a person charged with this task by them.(4) The invitation shall list the agenda, date, time and place of the General Meeting session and on whose initiative it is convoked.

(5) The invitation shall be published in the State Gazette and placed at a visible spot in the premises at the address of management of the Council not later than 30 (thirty) days before the session date.Materials for the General Meeting Session

Art. 17 Materials for the General Meeting session shall be prepared and shall be at the regular members of the Council’s disposal at the management address as of the date on which the invitation is published in the State Gazette until the date of the session.Quorum

Art. 18 (1) A General Meeting is legitimate if it is attended by more than one half of all regular members of the Council entitled to participate in the General Meeting.

(2) If there is a lack of quorum, the session shall begin an hour later, on the same place and following the same agenda and may be held regardless of the number of members present.


Right to Vote

Art. 19. (1) A regular member of the Council entitled to participate in General Meeting shall have the right to 1 (one) vote therein.Open and Secret Vote

Art. 20. (1) Voting at the General Meeting is open, unless a majority of 2/3 of the participants with voting rights has decided in advance in favour of a secret vote on some of the issues.

(2) The secret vote decision shall also define the procedure under which the voting will be carried out.Conflict of Interests

Art. 21. A member of the General Meeting shall not have a voting right on issues related to:

1. him/her, his/her spouse or his/her next of kin – without exceptions, his/her collateral relatives – up to forth degree or his/her in-laws – up to second degree incl.;

2. legal entities of which he/she is a manager or can impose or obstruct the decision-making.Decision Making

Art. 22. (1) A decision of the General Meeting shall be made by majority of the present persons having rights to vote.

(2) Any and all decisions on the issues provided for in Art. 15, Para 1, Items 1, 2, 3 and 12 shall be made by majority of 2/3 of all present persons having rights to vote and the provision of Art. 18, Para 2 hereof shall not apply to such decisions.

(3) No decision shall be made on issues not included in the agenda announced in the particular invitation.Board of Directors

Art. 23. The Board of Directors shall be the executive body of the Council.


Composition

Art. 24. (1) The Board of Directors of the Council shall consist of 7 (seven) to 9 (nine) members, including the Chairman, the Secretary General and the Vice Chairmen. The particular number of members shall be determined by the decision of the General Meeting on election of the members of the Board of Directors.

(2) A member of the Board of Directors shall be an individual participating in the management and/or representation of a regular member of the Council.

(3) A legal entity – regular member of the Council may nominate persons who are not members of the Council but meet the requirements provided for in the preceding paragraph as members of the Board of Directors. A regular member of the Council may nominate only one individual, participating in its management and/or representation, as a member of the Board of Directors.

(4) Upon election of members of the Board of Directors if there are more persons, who have obtained the required majority as provided for in Art. 22, Para 2 hereof, there shall be elected as members those of the persons to be elected by the particular decision who have obtained the highest number of votes. In case the persons classified for the last or the only position obtain equal number of votes, a new voting shall be held for these persons and the person with the higher number of votes shall be considered elected.(5) /New, added with GM Decision/08.04.2009/ Upon election of members of the Board of Directors, if as a result of the election held and with a view to the number of elective seats at the Board of Directors, it turns out there are vacant seats because the required majority under Art. 22, para. 2 hereof has not been reached, a new election for the vacant seats from the first election shall be carried out. The candidate/s who receives the most votes of those present shall be considered elected. Upon second election the provision of paragraph 4, second sentence shall apply.


Mandate

Art. 25. (1) A member of the Board of Directors shall be elected for a mandate of 3 (three) years.

(2) A member of the Board of Directors may be re-elected for further mandates without restriction.Early dismissal

Art. 26. A member of the Board of Directors may be dismissed with a decision of the General Meeting before his/her mandate has expired in the following cases:

1. by the will of the member of the Board of Directors, expressed with 30-day written notification addressed to the Chairman of the Council;

2. death of a member of the Board of Directors;

3. a member of the Board of Directors has been placed under judicial restriction;

4. a member of the Board of Directors has been convicted and a sentence of imprisonment for a premeditated crime has been enforced;

5. it has become impossible for a member of the Board of Directors to exercise his/her rights for more than three months;

6./Amended, with GM Decision/12.04.2009/ if a member of the Board of Directors does not participate personally or through a representative at three consecutive meetings of the Board of Directors or at more than half of the conducted meetings of the Board of Directors for particular calendar year, unless the absence is due to justifiable causes defined as such with a vote of the Board of Directors in each case;

7. if a member of the Board of Directors ceases to meet the requirements of Art. 24, para 2 hereof.

(2) /New, added with GM Decision/08.04.2009/ If any of the circumstances under paragraph 1 occurs, this shall be verified by a decision of the Board of Directors. In such a case the relevant member of Board of Directors shall not participate in the Board of Directors `s activity and he/she shall not be considered upon determination of the quorum or the majority for adoption of the Board of Directors `s decisions.Competence of the Board of Directors

Art. 27. The Board of Directors shall:

1. Determine the procedure and organize the manner of carrying out the activity of the Council, including the ancillary economic activity and shall bear the related responsibility;

2. Ensure the implementation of the decisions of the General Meeting;

3. Manage the property of the Council and dispose of it in compliance with the provisions of the Statute and the effective legislation;

4. Prepare and submit a draft budget to the General Meeting;

5. Prepare and submit a report on the operations of the Council to the General Meeting;

6. Make proposals on amendment and supplement of the Statute to the General Meeting;

7. Have the right to create its supporting bodies such as commissions, councils and others, use the services of individuals and legal entities and determine their remunerations;

8. Make decisions on acquisition and alienation of real rights on real estates;

9. /Added with GM Decision/08.04.2009/ Amended pursuant to a Resolution of the GM, dated 23.04.2013/ Accept members or deny membership to candidate members and dismiss regular, associated and honourable members of the Council.;

10. Make decisions on opening and closure of branches;

11. Make decisions on participation in other organizations;

12. Approve the internal rules and regulations of the Council;

13. Determine the amounts and manner of and time limit for payment of admission membership fees and membership fees;

14. Approve the organizational and management structure, employees appointment and discharge procedure, rules on working salaries and other internal regulations of the Council;

15. Execute the liquidation of the Council or appoint a person to execute such liquidation;

16. Perform the duties provided for in the Statute;

Exercise other powers provided for in a legislative act that are not within the scope of exclusive competence of the General Meeting and represent the Council through its Chairman and/or Secretary General.Sessions of the Board of Directors

Art. 28. (1) A session of the Board of Directors shall be held at least once per 3 (three) months.

(2) The sessions are summoned by the Chairman through written invitation, sent to each of the members of the board at least seven days prior to the scheduled date. The invitation can be sent via mail, fax, telex, e-mail or other means of communication, which allow written reproduction.

(3) The invitation under paragraph 2 must list date, place and time of the session and its agenda.(4) The Chairman is obligated to summon the Board of Directors upon written request of one third of its members. If the Chairman does not summon the Board of Directors within one week, it can be summoned by anyone of the Board members. If the Chairman is absent, the session is conducted by a member of the Board of Directors appointed by it.Adopting of decisions

Art. 29. (1) The Board of directors can adopt decisions if more than half of its members are present or are duly represented at its session. A member of the Board of Directors can be represented only by another Board’s member. Any present member can not represent more than one absent member.

(2) It is considered attendance on the session also when there is bilateral telephone or other connection, which shall guarantee the ascertainment of the identity of the relevant member and shall allow his/her participation in the deliberation and adoption of decisions. The person presiding the sessions shall certify in the minutes the voting of this member, whereas the latter should sign the minutes within 15 days as of the day of the session.

(3) The decisions shall be adopted with majority of the members in attendance, whereas the decisions under Art. 27, it. it. 1, 3, 8 and 15 hereof– with majority of all members. For other decisions, for which in other provisions hereof another majority is being provided, this other majority shall be applicable.

(4) The Board of Directors may adopt a decision without a session to take place, if the minutes of the adopted decision shall be signed without remarks and objections thereto by all members of the Board of Directors.Chairman of the Board of Directors

Art. 30. (1) The Chairman of the Board of Directors shall be elected by the Board of Directors by ordinary majority of all present persons.

(2) The Chairman of the Board of Directors shall manage all activities of the Council in compliance with the Statute, the decisions of the Board of Directors and the effective legislation.

(3) Upon managing the activities of the Council, the Chairman of the Board of Directors shall:

1. Direct, organize and coordinate the activities of the members of the Board of Directors;

2. Prepare and present the annual report on operations and financial position of the Council and draft annual program and budget to the Board of Directors for discussion;

3. Perform employer’s functions as to the employees of the Council hired under labour agreements;4. Exercise disciplinary power within the Council;

5. Propose the list of positions in the Council, job descriptions of employees and rules and regulations on determination and manner of payment of their remunerations to the Board of Directors for approval;6. Exercise other powers provided for in the Statute, the decisions of the General Meeting and/or the Board of Directors or the effective legislation.

(4) The Chairman of the Board of Directors shall have the right to delegate all or some of its powers to the Secretary General or other members for a particular period.

(5) In case of early termination of the mandate of the Chairman of the Board of Directors, the powers of the Chairman shall be exercised by the Secretary General until election of a new Chairman.Secretary General of the Board of Directors

Art. 31. (1) At its first session the Board of Directors shall elect Secretary General of the Board of Directors among its members.

(2) The Secretary General shall assist the Chairman of the Board of Directors and for the purpose, the Secretary General shall:

1. Direct, organize, coordinate and control the work of the employees of the Council on regular basis;

2. Organize the implementation of the orders issued by the Chairman;

3. Organize the document turnover of the Council and bear responsibility for the records keeping;

4. Bear responsibility for the technical security of the work of the employees of the Council, including development, maintenance and operation of an internal computer network, creation of data base and use of computer technologies to achieve the objectives of the Council;

5. Perform any and all other functions assigned by the Chairman or the Board of Directors;

6. Exercise the powers of the Chairman in the case provided for in Art. 30, Para 5 hereof.Vice Chairmen of the Board of DirectorsArt. 32. (1) The Board of Directors shall elect up to 3 (three) Vice Chairmen of the Board of Directors among its present members by ordinary majority. A Vice Chairman shall substitute for the Chairman when the latter is absent or not able due to any reason in all its rights and obligations except for the power to represent the Council and cooperate with the Chairman and the Secretary General in implementation of the decisions of the Board of Directors or the General Meeting.

(2) The Board of Directors shall have the right to make a decision on assignment to the Vice Chairmen of particular spheres of activity to be responsible for and to manage within the scope of competence of the Board of Directors.Representation

Art. 33. /Amended pursuant to a Resolution of the GM, dated 23.04.2013/ The Chairman and the Secretary General of the Board of Directors shall represent, jointly the Council in its relations with individuals and legal entities.


V. MEMBERSHIP. MEMBERS’ RIGHTS AND OBLIGATIONS

Voluntary Basis


Art. 34. The membership with the Council shall be voluntary.Member Categories

Art. 35. The members of the Council shall be:

1. Regular;

2. Honourable;

3./New, added with GM Decision/08.04.2009/ Associated.


Regular Members

Art. 36. (1) A regular member of the Council may be any legal entity registered in the Republic of Bulgaria or any legal entity registered in the Republic of Greece or Cyprus with a trade representation office registered in the Republic of Bulgaria, which represents Greek or Cyprian economic interests in the broadest sense and is willing to assist in the achievement of the key objectives of the Council and accepts and complies with the Statute of the Council.

(2) The founders of the Council, who have initiated the establishment of the Council, participated in the proceedings of the Foundation Meeting and signed the registration documents, shall be considered regular members without admission as provided for in Art. 38 hereof.

(3) /Amended pursuant to a Resolution of the GM, dated 23.04.2013/ A regular member of the Council may not be a person who:

1. Carries out activity or shares and defends ideas contradicting the objectives of the Council or

2. has been convicted or relatively, in case of an entity, whose manager, executive director or member of a managing body has been convicted and imprisoned for intentional crime of general nature./New, added with GM Decision/08.04.2009/ Associated Members

Art.36a.(1) An associated member of the Council may be any individual or legal entity sharing the objectives of the Council who cannot be accepted as a regular member because the criteria in Art. 36, paragraph hereof are not met. Associated members are accepted with a decision of the Board of Directors in observance of Art. 39 hereof. A decision of the Board of Directors which declines the admittance application of a candidate cannot be appealed before the General Meeting of the Council. Termination of membership of an associated member of the Council shall be executed in accordance with the procedure and on the grounds of Art. 40-42 hereof.

(2) The Board of Directors of the Council shall be entitled to establish and determine different types of associated members at its discretion, which shall not change the rights of the associated members.

(3) Associated members shall pay an admission fee and a membership fee in amounts and under terms and conditions determined by the Board of Directors.

(4) Associated members are not entitled to vote at the General Meeting or to be elected for members of the Board of Directors of the Council.

(5) The capacity of an associated member is incompatible with the capacity of a regular or honorable member of the Council./New, added with GM Decision/08.04.2009/

Rights of Associated MembersArt.36b. Each associated member is entitled to:

1. participate in the Council activity;

2. be informed of the Council activity;

3. make suggestions and appeals related to the activity of the Council and his/her membership rights;

4. participate in all initiatives organized by the Council;

present and support his/her own personal ideas and initiatives related to the Council activity before the Board of Directors and the General Meeting;/New, added with GM Decision/08.04.2009/Obligations of Associated Members

Art. 36c. Each associated member of the Council shall be obligated to:

1. observe the Statute of the Council and work actively for the implementation of the tasks and goals of the Council;

2. enact the decisions of the General Meeting and the Board of Directors of the Council;

3. assist the organizational and financial consolidation of the Council and improve the Council’s image in the country and abroad;

4. preserve the Council’s property;

5. pay the membership fee regularly;

6. maintain the good image of the Council and not harm it with his/her behavior or activity;

7. collaborate with the rest of the members on the grounds of tolerance, good will and respect.


Honourable members

Art. 37. (1) Any individual or legal entity that have exclusively contributed to the activity of the Council or the development of the Bulgarian-Greek relations, as well as any person that may contribute to the achievement of the objectives of the Council due to its public position, activity or post, may be announced an honourable member of the Council. A decision announcing a person an honourable member shall be made by majority of at least 2/3 of all members of the Board of Directors. A person announced an honourable member shall present its written consent thereon to the Board of Directors prior to or following such decision.

(2) The position of an honourable member shall not be compatible with the position of a regular member. A regular member of the Council may not be a person who carries out activity or shares and defends ideas contradicting the objectives of the Council or has been imprisoned for intentional crime of general nature.

(3) An honourable member shall have no right to vote in the General Meeting and no right to elect members or be elected a member of the bodies of the Council. Such member, however, may participate in the sessions of the General Meeting and speak thereat. An honourable member shall be exempted from any financial obligations to the Council. Following the particular decision, an honourable member may participate in specific activities or spheres of the Council, make relevant studies and take part in different commissions of the Council without the right to vote.


Prohibition on Assignment

Art. 38. (1) Membership rights and obligations, except for property ones, may not be assigned or transferred to other persons in case of death or dissolution.

(2) The procedure for new members admission shall apply to the decision provided for in the preceding paragraph.Admittance of New Members

Art. 39. (1) A new regular member of the Council shall be admitted on the basis of a written application form and a declaration by the applicant, stating:

1. Acceptance of the Statute and objectives of the Council;

2. Compliance with the requirements provided for in Art. 36 of the Statute;

Absence of the circumstances provided for in Art. 36, Para 3.(2) A membership application form shall be addressed to the Board of Directors of the Council. A membership application form shall be accompanied by the following documents: a decision on registration of or other document certifying the legal and valid incorporation of the applicant, a current legal status certificate of or other document certifying the current legal status of the applicant and a decision of the competent body on management of the applicant for membership with the Council.

(3) An application form shall be considered at the first session of the Board of Directors following its receipt.

(4) (Amended pursuant to a Resolution of the GM, dated 23.04.2013) The Board of Directors shall make a decision on the admission of a new regular member or on the denial of membership to candidate members by ordinary majority of its members.

(5) A decision on admission of a new regular member, made by the Board of Directors, shall not be subject to approval by the General Meeting.

(6) An admitted regular member shall be entered into the Register of Members of the Council within 7 (seven) days as of the admission date.


Membership Termination

Art. 40. (1) Membership with the Council shall be terminated:

1. At member’s initiative by a due application form to the Board of Directors;

2. In case of exclusion from the Council;

3. In case of dissolution of the legal entity;

4. In case of dropping out;

5. In case of dissolution of the Council;

6. In any case explicitly provided for in the effective legislation.

(2) In the cases provided for in Items 2 and 4 of the preceding paragraph, membership shall be terminated by a decision of the Board of Directors, and in all other cases – automatically unless the effective legislation requires a decision of a competent body of the Council.

(3) In case of termination of the membership of a person on whatever basis, such person shall have no right to property claims or receivables against the Council.


Exclusion

Art. 41. (1) Exclusion of a member of the Council is undertaken if such member:

1. regularly or grossly violates the Statute’s provisions or the decisions of the Council bodies;

2. /New, added with GM Decision/08.04.2009/ regularly fails to perform the obligations under Art. 44 hereof, respectively under Art. 36c hereof;

3. insolvency proceedings are commenced.

(2) Decision on exclusion is taken by the Board of Directors by majority of 2/3 of its members.

(3) Decision on exclusion is taken in the presence of the member of the Council nominated for exclusion, who is to be duly notified in writing of the session of the Board of Directors whereat the issue will be discussed. In case that such member is not able to attend the session whereat its position will be discussed, the member may deposit its written explanatory statement that should be discussed and judges prior to decision making. If a duly notified member nominated for exclusion fails to attend the session and present its written explanatory statement, its position may be discussed in its absence.

(4) A decision on exclusion may be appealed against following the procedure provided for in Art. 15, para 3 hereof.


Dropping out

Art. 42. A member shall be dropped out of membership in case that such member delays, for over 45 (forty-five) days, the payment of its admission membership fee or any membership fee (if it is to be paid at once for the particular year) or fails to execute more than 3 (three) membership fee payments (if the membership fee is to be paid in payments during the particular year) or fails to attend 3 (three) consecutive sessions of the General Meeting and in the last case participation by proxy shall not be considered failure in participation. The Board of Directors shall ascertain the dropping out of a member based on the documents certifying the relevant events and circumstances and make a due decision on membership termination.Rights of Regular Members of the Council

Art. 43. (1) All regular members of the Council shall have equal rights.

(2) A regular member of the Council shall have the right:

1. To participate and make use of the activity of the Council;

2. To participate and vote in the General Meeting of the Council;

3. To elect members and be elected a member of the management bodies of the Council;

4. To make proposals and file complaints concerning the activity of the Council and its member’s rights;

5. To take part in all initiatives organized by the Council;

6. To obtain assistance from the Council in performing its work;

7. To obtain information on all issues concerning the activity of the Council from its management;

8. To present and defend personal ideas and initiatives concerning the activity of the Council to and before the Board of Directors and the General Meeting.


Obligations of Regular Members of the Council

Art. 44. A regular member of the Council shall:

1. Comply with the provisions of the Statute of the Council and actively work to achieve the objectives and aims of the Council;

2. Participate in the activity of the Council;

3. Implement the decisions of the General Meeting and the Board of Directors of the Council;

4. Render assistance in the organization and financial management of the Council and ensuring sustainable reputation of the Council in the country and abroad;

5. Protect the property of the Council;

6. Pay its membership fee regularly;

7. Not harm the activity and the good name of the Council through its behaviour;

8. Collaborate with the other members based on the principles of tolerance, good will and respect.


VI. COUNCIL BOOKS


Member Book

Art. 45. (1) The Council shall maintain a Member Book which lists names, court registration data and BULSTAT registration code (respectively names, PIN, ID card data and address) of the founders and members of the Council.

(2) Entries in the Member Book shall be logged by the Secretary General of the Council or a person explicitly authorised by him/her only. The authorisation shall be registered in the Book and signed by the Secretary General.

(3) The Appendix to the Member Book shall contain: all documents on admission fees and membership fees paid and all documents on the grounds of which and in accordance with the legislation and this Statute amendments to data already entered have been registered.

Minutes Book of the General MeetingArt. 46. The Council shall maintain a Minutes Book of the General Meeting where all minutes of the General Meeting sessions and written materials on them shall be filed.Minutes Book of the Board of Directors

Art. 47. (1) The Council shall maintain a separate Minutes Book where all minutes of the Board of Directors sessions shall be filed.

(2) All minutes on Board of Directors decisions taken without attendance of the members shall be enclosed with this Book.Council’s Books Filing and Maintenance

Art. 48. The Secretary General of the Council shall file and maintain the Council Books. The Secretary General may authorise an employee of the Council to file and maintain the books.


VІІ. COUNCIL DISSOLUTION


Legal Basis

Art. 49. (1) The Council shall be dissolved following the procedure, under the terms and conditions and on the grounds provided for in the Law on Non-Profit Legal Entities and/or this Statute. Liquidation shall be made in case of dissolution of the Council except for case of transformation of the Council.

(2) The liquidation shall be executed by the Board of Directors of the Council or a person assigned by it.

(3) The property remaining after satisfaction of the creditors shall be distributed among all regular members of the Council but the founders of the Council shall have the right to double shares unless the decision of the General Meeting on dissolution provides for other decision made by majority of 2/3 of all regular members of the Council.

(4) A person acquiring property as provided for in the preceding paragraph shall be liable for its obligations to the Council up to the value of acquired property.


VIII. MISCELLANEOUS

Announcements


Art. 50. (1) Each notice or invitation provided for hereof shall be delivered in writing.

(2) The relevant addresses for delivery of announcements and notices shall be the addresses specified in the Member Book. Each of the members may specify another address, which will become the address for delivery of notices, with a written notification to the Chairman of the Board of Directors.

(3) The notice may be send by registered mail, telex, telefax, e-mail or other means of communication which allow reproduction in writing. Each delivered notice shall be considered received at the time when under regular circumstances receipt might be expected.

(4) To prove the delivery of a notice, it will be sufficient to prove (in case of a letter) that the envelope containing the notice has been duly addressed, stamped and sent and (in case of a telex, fax, e-mail) that the relevant device has indicated receipt by the addressee.


Governing Law

Art. 51. Any and all issues not settled in this Statute shall be governed by the provisions of the Bulgarian legislation.Partial Invalidity

Art. 52. An individual provision of this Statute shall be independent of the other provisions and its invalidity or nullity shall not render any other provision invalid or null.Governing language

Art.53 In case of any discrepancy between the original texts of this Statute written in Bulgarian and in English, the Bulgarian original text shall be given priority.

This Statute has been approved at the Foundation Meeting of the Council held on 07.12.2004 in the City of Sofia, amended by the General Meeting at a session held on 08.04.2009 in the City of Sofia and amended by the General Meeting at a session held on 23.04.2013 in the City of Sofia.



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