STATUTE OF NON-POFIT SOCIETY
BULGARIAN ASSOCIATION FOR GEOTECHNICAL AND TUNNEL CONSTRUCTION
Approved by the Constituent Assembly on 22 September 2010, Sofia, changed at a general meeting on 7.10.2010 (Art.16, par. 1 and 2), and 22.11.2010 (Art.15, par. 2) and 18.02.2011 (Art. 16, par. 1)
I. GENERAL PROVISIONS
Article 1. (1) The Association is a legal entity, independent from its members, constituted in compliance with the provisions of the Law for non-profit legal entities, the Statute and the Decision of the Constitutent Assembly.
(2) The Association is responsible for its duties by means of its property.
(3) The members of the society are not responsible for the duties of the Association.
(4) Members are responsible for paying their membership fees.
Article 2. (1) The official name of the society shall be BULGARIAN ASSOCIATION FOR GEOTECHNICAL AND TUNNEL CONSTRUCTION.
(2) The name of the society together with information about the seat, address, court of registration, number of legal registration and BULSTAT shall be specified in all documents for correspondence of the Association.
(3) The name of the Association branches shall constitute the name of Association, the word “branch” and the location of the branch head office. The name of the branch could also include information about its area of activity.
Head office and address of the management
Article 3. Head office and address of the Association: Sofia, Sofia Municipality, Slatina district, 6 “Alexander Zhendov” Str.
Article 4. The Association is not limited to any specific duration or other terminating conditions.
Determining the activities
Article 5. The Association will perform socially useful activities.
Article 6. Main OBJECTIVES OF THE ASSOCIATION: to contribute to the development and overall improvement of the geotechnical and tunnel construction in Bulgaria and abroad; to support companies and individuals dealing with offering and implementing these activities; to assist the enhancement of their professional and social status, as well as the quality of their services; to establish and maintain an information system about the vacancies for individuals, qualified for this type of construction, and to support them in their professional career; to cooperate with other organizations for the establishment of high standards in their work; to work for wide international cooperation and exchange of knowledge, experts, personnel, expertise, technologies, practices and activities; to work for the creation of ecological and health awareness among those involved in this type of construction; to popularize and disseminate its ideas and goals, as well as to ensure the implementation of practical programs and social and professional functions.
Article 7. MEANS FOR ACHIEVING THE AIMS and SUBJECT OF ACTIVITY: establishing a wide national and regional network of professional information structures to ensure the professional realization of enterprises and personnel, involved in geotechnical and tunnel construction; supporting the introduction of modern practices for the implementation of these activities in Bulgaria and abroad; organizing symposia, conferences, exhibitions, qualification courses; publishing literature, sponsoring students; cooperating with government institutions and other organizations; organizing, developing and implementing social projects, programs and other activities; participating in national and international initiatives.
Membership rights and obligations
Article 8. (1) Membership in the Association is voluntary. Membership is open to physical persons and legal entities.
(2) Membership in the Association is open to legal entities capable of sharing the Association aims and means for their realization, applying its rules and regularly paying membership fees.
(3) Association membership is open to adults capable of sharing the Association aims and means for their realization, applying its rules and regularly paying membership fees.
Article 9. Every Association member has the right:
1. to take part in the work of the Association and the General Assembly;
2. to be elected in the Association management organs;
3. to monitor the work of the Association and the management;
4. to be informed about the Association activities;
5. to benefit from the Association property and the outcome of its work.
Article 10. Every Association member has the responsibility:
1. to pay monthly membership fees;
2. to comply with the Statutes of the Association and to work for the realization of its aims;
3. to contribute to increasing the Association property and enhancing its social reputation.
Article 11. Membership rights and responsibilities are not transferable and shall not be transferred to other individuals in case of death or membership termination. Membership rights can be delegated to another individual by authorization with a power of attorney.
Article 12. Association members are admitted by the General Assembly. Requests for admission are sent to the Steering Committee, which examines them and within one month sends the applications to the General Assembly. Members are admitted by open majority voting. The General Assembly can apply other rules for admission of new members as well.
Article 13. (1) Membership is terminated:
1. with a unilateral request to the Association;
2. in case of death or judicial disability;
3. by expulsion;
4. with termination of the legal entity – Association member;
5. by withdrawal.
(2) Following membership termination, the property relations between the former member, or his authorized representatives, and the Association are settled after the approval of the Annual accounting report by the General Assembly. In case of defaulted liabilities of the former member to the Association, the amount is withdrawn from his claims to the Association. The amount is determined in compliance with Article 49, item 3 of this document.
(3) The decision for expulsion is made by the Steering Committee of the Association in case of defaulting behavior, which makes any further participation impossible. The decision for expulsion could be appealed against before the General Assembly of the Association.
(4) Membership termination is a fact when there is a lack of regular payments of membership fee and participation in the Association activities. This is ascertained by the Steering Committee with documents and a decision to terminate membership.
Article 14. The Association property consists of the right on property and other rights on the basic means and means of circulation, donations by the members, claims and other rights in compliance with acting normative regulations, claims and securities.
Sources of funding the Association
Article 15. (1) All Association members are obliged to make donations like membership fee. Membership fee is the amount of 200 (two hundred) leva per person – physical person, and 500 (five hundred) leva per member – legal entity plus 10 (ten) leva per employee. Non government organizations, universities and municipalities and government institutions pay a membership fee in the amount of 100 (hundred) leva. The fee is for one calendar year and should be paid upon admission, and later – until the fifth of January the following calendar year.
(2) By a decision of the General Assembly, members of the Association can make special donations for the achievement of a specific goal, determined by the Statutes or by a decision of the General Assembly. In its decision, the General Assembly specifies the purpose, the amount and method of collecting the deposits.
(3) Association members can provide money through loans or rent real estate and personal items.
(4) The interest rate on loans or rented property pursuant to Article 3 shall be determined by the General Assembly.
(5) On behalf of the Association, the Steering Committee can receive donations and last will and testament from physical persons and legal entities, and sign contracts for sponsorship.
(6) The Association can spend its funds and accomplish its activities aimed at achieving the goals, regulated by these Statutes.
(7) Selection of individuals and the way they are supported by the Association depends on the objectives and financial capabilities of the Association in compliance with the rules. Information about the selection procedure is available and is recorded in the main register.
(8) To spend Association funds, it is necessary to have a motivated decision of the organization supreme authority, supported by a majority of 2/3 of all members, for the benefit of:
1. individuals from other bodies of the Association and their spouses, their relatives in a direct line – without any restriction, the lateral branch of a family – till fourth line, or kinship by marriage – till second line;
2. individuals who were former members of the Steering Committee not earlier than 2 years prior to making the decision;
3. legal entities who have sponsored the organization not earlier than 3 years prior to making the decision;
4. legal entities, in which individuals pursuant to items 1 & 2 are managers or capable of vetting a decision;
5. political parties, whose members of governance and control organs are members of governance and control organs of non-profit legal entities.
(9) The Association is not allowed to sign contracts with the individuals in paragraph 8, item 1, nor with legal entities, where the above-mentioned individuals are managers or are capable of vetting the decision, except in cases when business is explicitly for the benefit of the Association, or contracts have been signed under publicly announced general terms.
Article 16. (1) The Association performs the following additional business functions in pursuance of its main area of activity: information, advertising, publishing, consulting, organizing and conducting training courses, book-publishing, transfer of practices, translations and scientific work, as well as any activity, in pursuance of the main subject of work, not prohibited by law.
(2) All business activities are pursuant to the provisions, defined in the Commercial Law, The Law of Accounting, and the tax laws.
(3) Implementation and control over business activities are the responsibility of the Steering Committee of the Association.
Reimbursement of losses
Article 17. In case of losses in the Annual accounting report, the General Assembly may decide to reimburse them with additional payments of the Association members.
Article 18. Association organs are the General Assembly and the Steering Committee.
Composition of the General Assembly
Article 19. The General Assembly comprises all members of theAssociation. Members participate in the General Assembly personally or via a representative.
Article 20. (1) Members – legal entities are represented in the General Assembly by their legal representatives or by authorized individuals.
(2) Legal entities and physical persons can be represented only by physical individuals.
(3) Letters of attorney are issued specifically for representation in the General Assembly, they can be issued for limited or unlimited number of meetings.
(4) Representatives have no right to re-authorize a third person.
(5) Representatives can represent only one member of the General Assembly.
Competencies of the General Assembly
Article 21. The General Assembly:
1. amends and supplements the Statutes of the Association;
2. adopts internal statements;
3. transforms and terminates the Association;
4. admits and expels members;
5. elects and dismisses members of the Steering Committee and defines their remuneration;
6. assigns and dismisses the Control Committee;
7. approves the Annual accounting report of the Control Committee;
8. assigns liquidators for termination of the Association, except in case of insolvency;
9. examines complaints against decisions made by the Steering Committee for termination of membership;
10. decides about opening and closing of branches;
11. decides about participation in other organizations;
12. approves the main focus and programs for work of the Association;
13. approves the Association budget;
14. determines the amount of membership fees;
15. approves the report on the work of the Steering Committee;
16. revokes decisions of the Steering Committee when they contradict the Law and the Statutes of the Association;
17. relieves the members of the Steering Committee of their obligations.
General Assembly meeting
Article 22. (1) The General Assembly convenes at least once a year – regular General Assembly. The first meeting can be held not later than 3 months after constituting the Association.
(2) The General Assembly can be summoned by the Steering Committee at any time – extraordinary General Assembly meeting.
General Assembly summoning
Article 23. (1) The General Assembly is summoned by the Steering Committee. It can be summoned with the decision of 1/3 of the Association members.
(2) To summon the General Assembly, a written invitation is sent to each member of the Association, and placed on a bulletin board in the building of the Association Head office.
(3) The invitation contains the agenda with topics of discussion, suggestion for decisions, date, time and venue for the General Assembly meeting, as well as who initiated it.
(4) The time period between the notice and opening of the General assembly meeting shall not be less than 14 days.
Right to receive information
Article 24. Written materials, pursuant to the General Assembly agenda, shall be at the disposal of the members at the Head Office not later than the date of issuing and sending the invitation for the General Assembly. They are presented upon request to each member free of charge.
List of attendees
Article 25. (1) A list of attendees or their representatives is worked out at the General Assembly meeting. Members and representatives identify themselves and sign to prove their presence. The list is endorsed by the Chairman and the Secretary of the General Assembly.
(2) The list pursuant to the previous paragraph includes members, who have notified the meeting of their attendance not later than the time of the first vote after confirming the quorum.
Article 26. The General Assembly may hold a session when more than half of its members are present. When quorum is not enough, the Steering Committee sets a new session one hour later on the same venue with the same agenda, regardless of the number of members.
Right to vote
Article 27. All members have the right of one vote.
Conflict of interests
×ë. 28. A member or his representative shall not vote when:
1. there is a claim against him;
2. activities are undertaken or denied to realize his responsibility to the Association;
3. issues are being settled related to him, his spouse or relatives in a direct line – without any restriction, the lateral branch of a family – till fourth line, or kinship by marriage – till second line.
Article 29. (1) General Assembly decisions are approved by the majority of attendees.
(2) For decisions pursuant to Article 21, items 1 and 3, 2/3 majority is required.
Article 30. (1) The General Assembly shall not decide on issues, not mentioned in the invitation, except in cases when all members are present or represented at the meeting and no one objects to dealing with those issues.
(2) General Assembly decisions enter into force immediately unless their implementation is not delayed or publication is needed.
Article 31. (1) During the General Assembly meeting Minutes are taken in a special book. Minutes are being taken according to the requirements of law.
(2) The Minutes are signed by the Chairman and the Secretary of the session, and the people responsible for counting the votes. A list of attendees and documents related to the organization of the Gneral Assembly are attached to the Minutes.
(3) Every member present has the right to request and monitor the exact formulation of decisions in the Minutes.
Article 32. (1) The Association is governed and represented by a Steering Committee.
(2) The Steering Committee members are elected by the General Assembly for a term of 5 (five) years.
(3) The Steering Committee consists of 3 (three) members, members of the Association.
(4) A Steering Committee member could be a legal entity – member of the Association, whereas at the Committee sessions it is represented by its legal representative or a specifically authorized physical person.
(5) The first Steering Committee has a term of three years.
(6) Steering Committee members could be re-elected without restriction.
Article 33. (1) Steering Committee members or physical persons, representing legal entities, members of the Committee, shall:
1. have permanent residence in Bulgaria;
2. possess appropriate professional qualification and expertise;
3. not be sentenced to prison for deliberate crime.
Rights and responsibilities of the Steering Committee
Article 34. (1) Steering Committee members have the same rights and obligations regardless of the distribution of functions among members, and the decisions granting the right of governance to executive members.
(2) Steering Committee members are obliged to perform their duties in the interest of the Association and to keep the secrets of the Association after terminating their membership in the Committee.
(3) The Steering Committee approves rules for work and elects the Chairman and Deputy Chairman among its members.
(4) The Steering Committee convenes at least every three months to discuss the status and development of the Association.
(5) Every Committee member may request that the Chairman summon a session for discussion of specific issues.
(6) The Steering Committee ensures the safety of Association property.
(7) The Steering Committee approves the organizational and governance structure, the rules for appointing and dismissing personnel, the rules for payment and other rules of the Association.
(8) The Steering Committee makes decisions for acquisition and expropriation of real estate property, the rights over it, as well as renting it for a term over one year.
(9) The Steering Committee determines the rules and organizes the work of the Association.
(10) The Steering Committee prepares and submits to the General Assembly a report about the activities of the Association.
(11) The Steering Committee prepares and submits to the General Assembly a proposal for the budget.
(12) The Steering Committee ensures that the decisions of the General Assembly are implemented.
(13) The Steering Committee debates and settles all issues except for those which are within the competence of the General Assembly.
Quorum and majority
Article 35. (1) Decisions are made when more than half of the Steering Committee members are present personally or represented by another Committee member. One present member shall not represent more than one absent member.
(2) Decisions are made by a simple majority, except in cases pursuant to Article 34, paragraphs 8–9 from the Statutes, when decisions are made by an absolute majority.
(3) The Steering Committee can make decisions from a distance when all members have been notified in writing and no one objects. An individual is connected by telephone or any other means of communication, which guarantees his identification and allows him to participate in the discussion and decision making process. This member’s voting is guaranteed in the minutes by the Chairman of the meeting.
(4) Except for the cases, specified in the Statutes, the Steering Committee decides unilaterally on:
1. significant change of the work of the Association;
2. significant organizational changes;
3. long-term cooperation with significant outcome for the Association, or termination of such cooperation;
4. proposals to the General Assembly about establishing a new branch.
Article 36. The Steering Committee shall prepare regular reports, as required by the Law of Accountance, on the work of the Association, applying the principles of transparency, reliability and timeliness.
Responsibility of the Steering Committee members
Article 37. (1) Members of the Steering Committee share responsibility for their acts, harmful for the interests of the Association, and guaranteeing their governance.
(2) Every Committee member shall be relieved of all responsibility if he is declared not guilty for the harms.
Article 38. (1) The Steering Committee assigns the management of the Association to one member – the Manager. The Manager could be changed any time. He is obliged to report immediately to the Steering Committee on circumstances, which are of importance for the Association.
(2) The Manager has the right to accomplish all acts and business transactions, related to the work of the Association, to represent it and to authorize other individuals to perform some activities. The Manager has no right to expropriate and to load with burden real estate property of the Association, unless he is specifically authorized by the Steering Committee.
(3) The Manager:
1. organizes the implementation of the decisions of the Steering Committee;
2. organizes the work of the Association, performs operational guidance, ensures the safety of the property;
3. signs labor contracts with Association employees, except for those appointed by the Steering Committee;
4. represents the Association and fulfills functions, assigned by the Steering Committee;
5. reports immediately to the Steering Committee about significant circumstances pursuant to the work of the Association;
6. The Chairman of the Steering Committee, on behalf of the Association, signs a contract with the Manager, stipulating specific rights and responsibilities, remuneration, compensation for early dismissal from executive functions, insurance, etc.
Remuneration of the Steering Committee members
Article 39. (1) Members of the Steering Committee have the right to an annual remuneration. The amount of annual remuneration of the Committee members is determined by the General Assembly.
(2) The Manager receives an increased annual remuneration, but not more than twice the amount of payment for other Steering Committee members. This remuneration is separate from the payment specified in his contract.
(3) In case a member of the Steering Committee is dismissed earlier through no fault of his, he is entitled to compensation.
V. ANNUAL REPORTS
Documents for the annual settlement
Article 40. By the end of February each year, the Steering Committee works out the annual accounting report and a report for the work during the previous calendar year and submits them to the Control Committee.
Contents of the report
Article 41. The report includes the work done, the status of the Association and explanation of the annual accounting report.
Inspection of annual settlement
Article 42. (1) The annual settlement is checked by the Control Committee.
(2) The inspection aims at determining whether all requirements of the Law of accounting and the Statutes have been met.
Constituting the Control Committee
Article 43. (1) The Control Committee is constituted by the General Assembly.
(2) When the General Assembly has not elected the Control Committee by the end of the year, it is appointed by the Steering Committee.
Approval of annual reports
Article 44. Following the submission to the Control Committee, the Steering Committee adopts the annual accounting report, the report on the work and the report of the Control Committee, and decides to summon a regular session of the General Assembly.
Obligatory reporting data
Article 45. In compliance with the provisions of the Law of accounting, the Association prepares reporting data following the principles of transparency, reliability and timeliness.
Article 46. The Association shall not distribute any profit.
Books of the Association
Article 47. (1) At the sessions of the General Assembly and the Steering Committee, records are taken to reflect debates, suggestions, statements and decisions. Records are signed by the Chairman of the respective body and the record-keeper and are collated in books. Books are kept by the Chairman. Members of the Association and members of the Steering Committee may read the contents of the record books and receive copies or summary of the records.
(2) The Association keeps a book with data about its members – names, addresses, personal identification number, profession and occupation, and the name, head office and address of directorate, judicial registration and BULSTAT of the members – legal entities.
(3) The Association prepares an annual report on its activities, which shall include data about:
1. important activities and expenditures, realized with regard to the objectives, programs of the organization and outcome;
2. the amount of donated property and income from other activities for collecting resources;
3. the type, amount, value and goals of received and offered donations, as well as information about donors;
4. financial outcome.
(4) The annual report on the work and the financial report of the Association are submitted in a paper or electronic copy. They are public and are published in the bulletin and on the web site of the central rgister not later than 31 May every year.
VI. TERMINATION AND LIQUIDATION
Reasons for termination
Article 48. The Association is terminated:
1. by decision of the General Assembly;
2. when insolvency is declared;
3. by decision of the Regional Court in cases, specified in the Law of non-profit legal entities.
Article 49. (1) Following termination of the Association, liquidation takes place.
(2) The liquidator shall meet the requirements of the creditors of the Association with the resources available, and when that is impossible – through cashing the movable and then the real estate property of the Association.
(3) It is not possible to transfer property in any way to:
1. founders, current and former members;
2. individuals, former members of the structures, and employees;
3. liquidators, except for their due remuneration;
4. spouses of individuals pursuant to items 1–3;
5. relatives to individuals pursuant to items 1–3 in direct line – without any restriction, the lateral branch of the family – till fourth line, or kinship by marriage – till second line;
6. legal entities, where individuals from items 1–5 are managers or are authorized to impose or object to decision making.
(4) Property, left after meeting the requirements of the creditors, is submitted by the court decision to a non-profit legal entity, determined to carry out socially beneficial work with the same or similar non-profit aim, when provisions for distribution are not specified in the Statutes or the Constituent act.
(5) When property is not submitted in compliance with paragraph 4, it is submitted to the municipality, where the Head office of the terminated non-profit legal entity is located. The municipality shall offer this property for socially beneficial work, close to the aims of the terminated non-profit legal entity.
VIII. TRANSITIONAL AND CONCLUDING PROVISIONS
Article ×ë. 50. Changes in these Statutes may be done according to the provision in this document and in the Law for non-profit legal entities.
Article 51. To interpret or apply the provisions in these Statutes, the provisions of the Bulgarian legislation and the Law for non-profit legal entities shall be applied.
This Statute was approved unilaterally with the signatures of all founders present at the Constituent Assembly of the non-profit organization BULGARIAN ASSOCIATION FOR GEOTECHNICAL AND TUNNEL CONSTRUCTION, held on 22.09.2010 in Sofia, changed at a general meeting on 7.10.2010 (Art.16, par. 1 and 2) and 22.11.2010 (Art.15, par. 2).
1. Valentin Krumov Trashliev
2. Katya Yancheva Popova
3. Hristo Valentinov Trashliev
4. Georgi Yanchev Dobrev
5. Krum Valentinov Trashliev
6. Yordan Petkov Paskalev
7. Elenka Panayotova Yancheva