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					                                                                               Translated from Bulgarian


                                            STATUTE
                             OF THE NON-PROFIT ORGANIZATION

                     BULGARIAN DOORS AND WINDOWS ASSOCIATION


                              CHAPTER 1. GENERAL PROVISIONS

Article 1. (1) The non-profit Bulgarian Doors and Windows Association /written also in Latin
characters/, herein referred to as the Association, is an autonomous legal entity, separate from its
members, established as an association according to the Non-Profit Legal Entities Act.
       (2) The Association is an organization for the realization of activities of private benefit for its
members.
       (3) The Association, as a legal entity, can be a member of international and Bulgarian
organizations with identical or similar objectives and tasks.

Article 2. (1) The head office of the Association is in the city of Sofia.
       (2) The address of the Association is: District of Sredetz, 72 Gurko Street, floor 1, apartment 6.

Article 3. The Association is established for indefinite term of existence.


                           CHAPTER 2. OBJECTIVES AND FUNDING

Article 4. Objectives of the Association:
        1. To protect the general interests of the members and the companies, working in the sphere of
the manufacture, trade and assembly of doors and windows;
        2. Investigate the legal, technical, economical, financial, customs, environmental and other
problems, related to the manufacture of doors and windows and to offer respective solutions to them,
including suggesting legislative changes;
        3. Assist the professional development of its members, their business relations and contacts
with similar national and international organizations;
        4. Promote the good image of its members in the country and abroad;
        5. To maintain contacts and to cooperate with Public Institutions, responsible for the regulation
of the manufacture, trade and assembly of doors and windows;
        6. To protect the interests of the Association by representing it at different institutional level;
        7. To establish relationships with educational institutions in the field of the activity of the
members of the Association.

Article 5. The objective as formulated in Article 4 are achieved through:
        1. Conducting conferences, symposiums, meetings, workshops, seminars, plenary sessions,
discussions, festivals, assemblies;
        2. Active cooperation with Bulgarian, foreign and international governmental and non-
governmental organizations;
        3. Application for the development and realization of projects under the European Union
structures;
        4. Establishment, maintenance and management of funds under the Bulgarian Doors and
Windows Association regarding the objectives;
        5. Active cooperation with Bulgarian, foreign and international educational, academic and
scientific institutions and organizations;
       6. Cooperation with eminent representatives of the Bulgarian and foreign academic,
educational, scientific and cultural circles;
       7. Supporting the realization of events and scientific publications (in printed or electronic
form);
       8. Providing information, consulting and maintaining data base;
       9. Assisting the members in the development of projects for the middle and small businesses;
       10. Developing specialized education and scientific research programs.

Article 6. The Association can perform additional business activities only if they are related to the
main objective, for which it is established, and use the received incomes for the achievement of the
objectives as defined in the present Statute.


        CHAPTER 3. MEMBERSHIP, RIGHTS AND OBLIGATIONS OF MEMBERS

Article 7. (1) Members of the Association can be legally capable Bulgarian and foreign physical and
legal persons, who are willing to cooperate for the accomplishing
 of the objectives of the Association, to work for achieving the objectives of the Association, who have
applied in written for membership, as per the subsequent article. Membership is voluntary. All
members as per article 8, paragraph 1 and 2, sign a declaration for acceptance of this statue and join
the ethical code of the Association.
        (2) The members are regular, associate and honourable.

Article 8. (1) The candidates for members of the Association must file a written application for
membership to the Managing Board, through the regional section according to the company
registration, a filled in registration card, a copy of the actual status of the company or a copy of the
identification document for a physical persons, and recommendation by at least 1 (one) member of the
Association, as well as to pay the affiliation fee, as determined by the General Assembly of the
Association within 5 days after the Managing Board has announced its decision on the candidate’s
membership. The representatives of regular members can be chosen in the authorities.
        (2) Candidates for associated membership have to submit to the Managing Board, through the
regional section according to the company registration, а written application for associated
membership, а filled in registration card and а copy of the actual status of the company or а copy of
the identification document for physical persons, and recommendation by at least 1 (one) member of
the Association, as well as to pay the membership fee for the year, as determined by the General
Assembly of the Association within 5 days after the Managing Board has announced its decision on
the candidate’s membership.
        (3) Only physical persons may acquire the status of an honourable member. Honourable
members are proposed for nomination by the Managing Board then they are approved with a decision
of the General Assembly, without having to file a written application. After being accepted, the
honourable members fill in a registration card. The honourable members do not pay membership fees,
but they may make donations and to participate in the financing of events.
        (4) The associated members under para. 2, may retain this status for one year after their
acceptance. They have all the rights and obligations of the regular members except for the right to
vote. After the period of one year, they apply for regular membership or leave the Association.
        (5) The transition from regular to associated membership is allowed for the period of one year.
For that purpose, the respective legal or physical person files a motivation application to the Managing
Board, who considers it and take a decision on the next session.
        (6) Upon the submission of the application at the regional section, it is sent to all the members
of the Association. Within a period of 30 days they may file motivated written objection against the
acceptance of the new member. After the period specified in the previous sentence, the Regional
section sends the received membership application and the submitted objections to the Managing
Board. The application is voted by the Managing Board but not later than 60 days after its submission.
        (7) The new member of the Association is handed a certificate for membership, the form and
type of which are determined by the Managing Board.

Article 9. All the members of the Association have the following rights:
         1. To participate in the activities of the Association.
         2. To receive information on the current activity of the Association;
         3. To use the property of the Association in compliance with the order, and under the terms and
conditions, determined by the Managing Board;
         4. To participate in initiatives and events organized by the Association;
         5. To use the rights, granted by the Association from participation in other organizations, in so
far as their articles of association permit that.

Article 10. All the members of the Association have the following obligations:
       1. To implement the decisions of the General Assembly, the Managing Board and the
Chairman, in compliance with the objectives of the Association;
       2. Not to perform any activities or to participate in activities contradicting the objectives of the
Association;
       3. To protect the good name of the Association;
       4. To pay the membership fee at the amount and under the terms determined by the General
Assembly, except for the honourable members.

Article 11. (1) In case of non-fulfilment of any of the obligations defined in the preceding article, the
Managing Board may take decisions to expel a member of the Association. The decisions may be
appealed at the General Assembly, which can cancel the Managing Board’s decision with simple
majority. The expelled member does not vote. Until the ruling of the General Assembly the suspended
member can not make use of the rights defined in this Statute.
       (2) The membership fee for the respective month is paid until the 10th day of the preceding
month. In case of 3 (three) unpaid monthly fees, the Managing Board of the Association decides
whether the member should be expelled.
       (3) The members, expelled under Art. 11, par. 2, have the right to apply for renewal of their
membership according to Art. 8, not sooner than 3 months after their expel and after paying possible
unpaid membership fees, due from their previous membership in Bulgarian Doors and Windows.
       (4) The membership fees and donations are not refundable upon termination of the
membership.

Article 12. Besides the cases mentioned in the previous article membership is terminated in the
following cases:
       1. Death of a member – physical person, or in case of judicial disability;
       2. Declared insolvency of a legal entity or liquidation;
       3. Upon a written application of a member, addressed to the Chairman of the Managing Board;
       4. At the termination of the Association’s activities.


       CHAPTER 4. BODIES AND MANAGEMENT OF THE ASSOCIATION

Article 13. The Association consists of all its members.

Article 14. Bodies of the Association are the General Assembly, the Managing Board, the Controlling
Council, the Chairman, two Deputy Chairmen and the General Secretary.

Article 15. (1) The General Assembly is the supreme body of the Association and includes all its
members.
        (2) The members of the Association - physical persons are represented personally or by a
person authorized with power of attorney, duly certified by a notary public, which is presented before
the beginning of the meeting.
        (3) The members of the Association - legal entity are represented by a representative of the
legal entity according to the court registration or by person authorized with power of attorney, duly
certified by a notary public, which is presented before the beginning of the meeting.
        (4) One member of the Association can not represent more than one other member with a
power of attorney.

Article 16. (1) The General Assembly takes decisions if at least half of the regular members of the
Association are present. At the absence of quorum at the announced time, the General Assembly will
be considered valid if it starts 1 hour after the announced time and is conducted by the members
present and represent by persons authorized with power of attorney.
       (2) Each regular member has the right to one vote.

Article 17. (1) The Managing Board summons the General Assembly at least once a year, or upon the
request of one third of the members of the Association.
        (2) The members are summoned by an invitation published in the State Gazette of the Republic
of Bulgaria and sent in written form on paper or on an electronic data carrier, handed in a way, which
guarantees its receipt. The day, time and place of the General Assembly are indicated in the
invitations, as well as the agenda determines by the Managing Board.
        (3) The General Secretary is obliged to take all necessary actions to summon the General
Assembly and to send the invitations with the agenda to the members within 14 calendar days from the
request by one third of its members for summoning the Assembly or in case the General Assembly is
summoned with a decision of the Managing Board.
        (4) The Chairman presides the General Assembly, in the absence of the Chairman his functions
are fulfilled by one of Deputy Chairmen.

Article 18. (1) The General Assembly:
         1. Appoints members of the Managing Board, the Controlling Council, the Chairman of the
Controlling Council and the Chairman of the Association who is also the Chairman of the Managing
Board;
         2. approves the Association’s annual report;
         3. releases from responsibility the Chairman of the Managing Board;
         4. Adopts the budget of the Association for the next year, and annually sets the amount of the
affiliation fee for the new members and the amount of the membership fee.
         5. approves the long and short-term directions and programs of the Associations activities for
the period between the General Assemblies;
         6. changes the Statute or adopts a new Statute;
         7. decides on the reorganizations and the termination of the Association, on the liquidation, and
appoints a liquidator;
         8. along with the decision for the liquidation of the Association, takes decision for distribution
of the property;
         (2) The decisions as per item (1) are made as follows:
         - For points 1, 2 and 3 – with the majority of more than half of the members present.
         - For points 4, 5, 6, 7 and 8 – with majority of at least two thirds of the members present.
         (3) The voting is open, except for the decisions as per Article 18, paragraph 1, point 1, which
are taken with secret voting.

Article 19. (1) The Managing Board consists of thirteen legally capable physical persons, regular
members or representatives of regular members of the Association, as one of them is Chairman elected
directly by the General Assembly and the others are members.
        (2) The election is on two stages – in the first, the General Assembly with secret voting elects
seven members out of all the regular members and representatives of the regular members of the
Association; in the second stage an aggregate list of the elected members in the first stage and the
Regional Chairmen of the Association is voted openly.
       (3) With a decision of the General Assembly the number of the members in the Managing
Board can be changed. This change has to be registered in the Statute.

Article 20. The Managing Board is elected for a period of 2 years.

Article 21. The members of the Managing Board elected by the General Assembly can be re-elected
only for two consecutive mandates, except for the cases when they are elected for Chairman of the
Association.

Article 22. The Managing Board, through its members, manages the Association and takes decisions
on all matters except for those delegated to the General Assembly, as stated in this Statute. The
Managing Board elects and dismisses from responsibility the General Secretary and obliges the
Chairman to sign a contract with him and to authorize him

Article 23. (1) The sessions of the Managing Board are open to the members of the Association. The
agenda, the place and the time are announced at least 5 days before the day they are held. Only the
members of the Managing Board have the right to vote in the decisions taking.
       (2) The Managing Board takes its decisions presently. Presently decisions are taken with
simple maturity.
       (3) The Managing Board have the right to take decisions without conducting a session, if the
record for the taken decision is signed without any remarks or objections to it by all members of the
Managing Board. Decisions without conducting a session can be taken only 24 hours after all of the
members were introduced to it.

Article 24. The Chairman is a member of the Association, legally capable physical person, and is
elected for a period of 2 years.

Article 25. At the absence of the Chairman due to an urgent cause, death and in case of resignation, his
obligations will be temporarily performed by the first Deputy Chairman.

Article 26. The Chairman of the Association:
       1. Represents the Association;
       2. Presides the General Assembly and the Managing Board;
       3. Summons the General Assembly;
       4. Proposes to the Managing Board the acceptance of new members or the expel of active
members;
       5. Signs contracts and terminates the contracts of the operative secretaries and the General
Secretary upon decision of the Managing Board of Bulgarian Doors and Windows;

Article 27. The Controlling Council
       (1) The Controlling Council shall consist of 3 (three) members to be elected from among the
members of the Association for a period of 2 years. The General Assembly elects the Chairman of the
Controlling Council.
       (2) Persons who are members of the Managing Board or are spouses, relatives in regular line –
with no limitation of a collateral family line – to 4th degree including, can not be elected to the
Controlling Council.

Article 28. The Controlling Council shall:
       1. Monitor the implementation of the resolutions of the General Assembly by the Managing
Board.
       2.Control the proper care of the property of the Association.
       3. Issues statements on the annual report, the balance sheet and the budget of the Association,
and reports its own activities to the General Assembly.
       (2) Upon establishing substantial violations of the Law and this Statute, the Controlling
Council shall file a request to the Managing Board for summoning the General Assembly.

Article 29. The General Secretary of the Association:
        1. Organizes the daily work of the Association;
        2. Represents the Association with specific authorization by the Chairman;
        3. Is responsible for the organizing and control over the implementation of the decisions of the
General Assembly and the Managing Board;
        4. Provides for the functioning of the offices of the Association;
        5. Periodically informs the Chairman, the Managing Board and the General Assembly on the
implementation of the objectives of the Association;
        6. Prepares the draft annual report of the Managing Board of the Association;
        7. Participates in the meetings of the Managing Board and the General Assembly with a
deliberative vote;
        8. Is obliged to assist each member of the Association, in compliance with the objective
indicated in Articles 4 and 5 of this Statute.


                   CHAPTER 5. STRUCTURE AND LOCAL MANAGEMENT

        Article 30. The Association may establish its regional structures, which will be called
“Regional Sections”. The latter will contribute for the achievement of the objectives and the tasks of
the Association at a local level, and will promote the prestige of the organization in the area of their
responsibility.
        (1) The Regional Sections of the Association will be established in the following regions:
        1. North-West section (Vidin, Vratza, Montana);
        2. North-Central section (Rouse, Veliko Tarnovo, Gabrovo, Pleven and Louvech);
        3. North-East section (Varna, Targovishte, Shoumen, Razgrad, Silistra and Dobrich);
        4. South-East section (Bourgas, Sliven and Yambol);
        5. South-Central section (Plovdiv, Kardhjali, Haskovo, Pazardgik, Smolian and Stara Zagora);
        6. South-West section (the city of Sofia, district of Sofia, Kustendil, Blagoevgrad, Pernik).
        (2) Only one regional section, according to paragraph 1, may be established and function in one
administrative district.
        (3) The procedure for the establishment of a regional section starts by submitting an application
to the Managing Board of the Association, which the Managing Board considers and adopts at its
session and determines the method for further actions;
        (4) A regional section is considered established if at the session were present more than 50%
plus one of the members in the differentiate region, and at least two members of the Managing Boardof
the Association.
        (5) The Association registers its branch in the court as «Bulgarian Doors and Windows
Association - branch (the name of the region) ».
        (6) The Regional Sections may be established with or without an office and appointed operative
staff, depending on the financial abilities, the desire and readiness of the members from the respective
region;
        (7) The regional section elects a Regional Council for a period of 2 years, comprised of an odd
number of persons, one of whom is the Chairman of Regional Council. The Chairman of the Regional
Sections is ex officio member of the Managing Board of the Association with the right to vote;
        (8) The Chairman of the Regional Council manages the property of the Association in the
section, according to decisions of General Assembly and Managing Board of the Association. He
protects the interests of the Association before local authorities and municipal administration, legal and
physical persons.
        (9) The regional sections manage the immovable and movable property of the Association in
this sector, according with the decisions of the General Assembly and the Managing Board.
        (10) The operative secretary of each regional section is operatively subordinate to the General
Secretary of the Association, and contributes for the achievement of all objectives and tasks of the
Association according to an approved and signed “Job Description”. The secretary activities have to be
in cooperation with the Regional Section and its Chairman in achieving the objectives and the tasks of
regional section. The regional operative secretaries are obliged to participate in the sessions of the
Managing Board of the Association;
        (11) The activity of the Regional Sections is provided for financially by decision of the
Managing Board of the Association. All Regional Sections can form independent budget from legal
sources, directly related to the activities of the respective Regional Section. In the presence of enough
members and financial recourses the Managing Board can take a decision for deduction of a
percentage from the membership fees that will be transferred to Regional Sections according to
proceeded fees from the Regional Section.
        (12) The Regional Sections conduct their activity following the principle of organization
independence according to this Statute and united budget of the Association.


                       CHAPTER 6. PROPERTY OF THE ASSOCIATION

Article 31. (1) The affiliation and the regular membership fee are paid in a bank account of the
Association.
        (2) The Managing Board of the Regional Section can take a decision for collecting additional
financial resources, which are paid in a bank account of the Association in this Regional Section and
remains at the disposal of the Regional Section.
        (3) After the registration of a branch of the Association, the Chairman of the Managing Board
of the Regional Section opens a bank account of the branch. If necessary, the Chairman of Bulgarian
Doors and Windows authorizes the Chairman of the Managing Board of the Regional Section to open
a bank account and conduct payments through it.

Article 32. (1) The property of the Association is collected through:
       1. Affiliation and membership fees at the amount determined by the General Assembly;
       2. Donations, wills, and other legal sources;
       3. Revenues from the usage of the Association’s assets;
       (2) The Managing Board keeps track of the revenues and determines the manner in which they
are spent.

Article 33. (1) The assets of the Association are spent for:
       1. Current support of the Association;
       2. Implementation of the activities for the execution of the aims and objectives as per Article 4;
       3. Remuneration of the Association’s personnel.
       (2) The Managing Board takes decisions for the Association’s expenditures, and in cases of
urgency – the Chairman. Should this be the case the latter informs the Managing Board immediately.
       (3) Based on the adopted annual report, the General Assembly relieves the Managing Council
and the Controlling Council from responsibility related to the expenditures.

                                 CHAPTER 7. ANNUAL REPORT

Article 34. The annual financial report of the Association for the incomes and the expenditures during
the year is prepared at the end of each year, by the General Secretary of the Association, based on
annual reports of the regional sections and the annual report of the main office, it is approved by the
Managing Board and after positive conclusion of the Controlling Council, it is presented for discussion
to the General Assembly.
                     CHAPTER 8. TERMINATION OF THE ASSOCIATION

Article 35. The Association is terminated:
       1. With a decision of the General Assembly;
       2. Under the condition specified in the Non-Profit Legal Entities Act.

Article 36. Upon its termination and indemnification of the creditors, the assets of the Association will
be distributed in equal shares between its members.

Article 37. The applicable law for this Statute is the legislation of the Republic of Bulgaria.

Article 38. For matters not settled in this Statute the Non-Profit Legal Entities Act, the Civil Procedure
Code and the civil legislation of the Republic of Bulgaria shall apply.


This Statute was unanimously approved and signed by all the present, as per the attached list, at the
General Assembly of the Association held on 20.10.2007 in Sofia, in compliance with the
requirements of the Registration Court.


Sofia, 20.10.2007

                                                          CHAIRMAN: .....................................




                                                          GEN. SECRETARY:........................................

				
Jun Wang Jun Wang Dr
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