Statute of The Association

I. GENERAL PROVISIONS

Constitution Article 1 "Telecommunications Association", hereinafter referred to as "the Association" has been founded at a Constituent Assembly, held on 10th of April, 2002 in Sofia. The By Laws is an integrated part of the Minutes of the Constituent Assembly.

Status Article 2 (1) The Association shall be a non - profit legal entity under the jurisdiction of the Act of the non - profit legal entities. (2) The Association shall be a separate entity apart of its members and shall be responsible towards third parties with its property. (3) The members of the Association are not answerable for the latter's liabilities.

Name Article 3 (1) The name of the Association is the "Telecommunications Association" (ASTEL). (2) The name of the Association and its emblem (logo), together with the city of its principal office and the address shall, be printed on all documents of the Association in the respective language.

Headquarters and registered address Article 4 (1) The principal office of the Association shall be in the city of Sofia. (2) The registered address of the Association shall be in the city of Sofia, 64, "Gen. Gurko" Str., fl.4

Purposes of the Association Article 5 (1) The objective of the Association is: 1. To introduce to the competent authorities amendments concerning the regulation of the activities of the trade companies working in the sphere of telecommunications and national carriers; 2. To promote and assist the development of professional and solidarial relationship among trade companies working in the sphere of telecommunications and national carriers, members of the Association, as well as to work for the endorsement of their good image; 3. To promote the inclusion of members of the Association in EC programs; 4. To promote the improvement of the professional qualification of the members of the Association; 5. To create channels of links and an ongoing dialogue between the Association and authorities in Bulgaria, branch ministries, the Telecommunications regulatory Commission, etc., as well as to take part in or collaborate with international organizations with similar purposes and activitiesp; 6. To introduce to the competent authorities documents concerning the protection of the interests of its members; 7. To promote the creation of an information society working on the problems of the trade companies in the sphere of telecommunications and national carriers;

Activities of the Association Article 6 (1) To attain its purposes the Association shall: 1. assist its members in their relations with the Telecommunications regulatory Commission and other competent authorities, public or non-profit organizations; 2. submit opinion and judgment on drafts of laws or other statutory documents, which regulate telecommunications activities; 3 collect and keep information funds, organize the usage of Bulgarian and foreign information sources; 4. use different information media to assist and popularize its activity and the activity of its members; 5. draw into service technical, law, financial or other experts and organize special committees that might be useful and work for the purposes and activity of the Association and its members; 6. assist its members and other interested persons in establishing useful business contacts, collects, processes and provides information about other carriers, companies and entities in Bulgaria and abroad working in the sphere of telecommunications; 7. advise and assist its members in obtaining protection and assistance when their legal rights and interests have been violated and threatened; 8. keep a register of its members, as well as provide information and issue certificates to interested persons; 9. organize meetings, symposia, seminars, colloquia; 10. take part in or collaborate with international organizations with similar purposes and activities; 11. set up and/or make use of funds and manage such funds in pursuance of its purposes;

Defining the Activity of the Association Article 7 (1)The Association shall provide its activity for its private benefit, shall use its property in pursuance of its purposes and shall work for the achievement of mutual and successful relations with the public administration and for the endorsement of its good image and the image of its members. (2) The property and the income of the Association's activities shall be used solely for pursuit of the objectives as described here above and no part there-of shall be paid directly or indirectly, as a dividend or profit t the members of the Association.

II. MEMBERSHIP

Members Article 8 (1) A member of the Association shall be any legal entity or union of legal entities working in the sphere of telecommunications. (2) A member of the Association shall be any individual person engaged in the telecommunications activity that accepts the purposes of the Association and desires to be admitted as a member. (3) The Association shall have principal and honorary members.

Principal Members Article 9 (1) A principal member of the Association shall be any legal entity that is actively engaged in the telecommunications business; (2) A principal member of the Association shall be any individual person at the age of majority who is professionally engaged in the telecommunications business.

Honorary Members Article 10 (1) Individuals who are public figures, businessmen, scholars and politicians of Bulgaria and other countries who could contribute to the development of telecommunications and sympathize with the objectives of the Association may be elected as honorary members; (2) Honorary members shall not pay membership fees. They shall have no vote in the General Assembly of the Association except in a case of an opposite decision. Honorary members shall have the right to take part in the General Assembly, to participate in discussions and to make proposals.

Admitting Members Article 11 (1) New members of the Association shall be admitted by the General Assembly. (2) The candidate for membership shall be provided with a copy of the Statute and other constituent documents of the Association. (3) The candidate for membership shall submit a written application to the General Assembly through the Managing Board containing a statement that the candidate is familiar with and accepts the statute and other constituent documents of the Association and desires to be admitted as a member in the relevant category. (4) The application for admission shall be accompanied by a letter of recommendation from one principal member of the Association when the candidate for membership is a legal entity and by three letters of recommendation from three principal members of the Association when the candidate for membership is an individual or a non-profit organization. (5) The General Assembly shall consider the application and issue a resolution on it not later than its second session after the registration of the application. It may postpone resolution in order to request additional information. The decision of the General Assembly whether or not to admit a member shall be non-chalengable. (6) Honorary members shall be admitted by an invitation of the Managing Board sent to the person in question. They do not submit applications. The honorary member shall state in writing his/her acceptance of the Managing Board invitation.

Rights of Members Article 12 (1) The principal members shall have the right to: 1. vote in the General Assembly of the Association; 2. elect and be elected to the executive bodies of the Association; 3. be informed on the activities of the Association 4. benefit from the services provided by the Association at discount; 5. other rights in accordance with this Statute and the decisions of the General Assembly of the Association.

Duties of Members Article 13 The members of the Association shall: 1. pay admission and membership fee determined by the General Assembly of the Association; 2. pay any additional or special fees voted by the General Assembly of the Association or consented to by their own will; 3. preserve the good name of the Association, promote its objectives and activities and assist to it insofar as they are able; 4. protect their good name in business, observe the law and the generally accepted rules of fair play in business.

Dismissal Article 14 (1) A member of the Association who violates provisions of the Statute or binding decision of the General Assembly of the Association may be dismissed by a majority of two thirds of the members of the Managing Board, the vote being taken at a special meeting with an attendance of at least all members of the Managing Board minus one. (2) The Managing Board shall send at least 7 days in advance a notice to anyone proposed for dismissal, which shall present the grounds for dismissal. The person whose dismissal has been proposed shall have the right to appear at the session of the Managing Board and to make an oral or written statement. He shall not be present at the vote. Voting shall be by secret ballot. (3) Within 7 days of his dismissal the person affected may appeal the decision of the Managing Board on an extraordinary session of the General Assembly of the Association. In such a case the Managing Board shall convene the General Assembly. If a regular session of the General Assembly of the Association is scheduled within less than 3 months, the appeal shall be considered by the General Assembly on its regular session. (4) The dismissal may be revoked by a majority of at least three-quarters of the principal members of the Association present at the session of the General Assembly. The General Assembly may make this revocation subject to certain conditions or fulfillment of certain tasks set by it. (5) Dismissed persons shall pay any membership fees and other contributions collected under this Statute in full for the year during which the dismissal has occurred and shall not be eligible to request a refund for such fees already paid.

Grounds for Dismissal Article 15 (1) A member of the Association may be dismissed for gross or systematic violations of the Statute, as well as for conduct incompatible with the good name of the Association. (2) More specifically a member of the Association may be dismissed if: 1. after a request from the Managing Board he/ she has failed to pay his/ her entrance fee or membership fee in the course of three months or a specific sum for the payment of which the General Assembly of the Association has voted for or voluntarily committed himself to; 2. he/ she has not fulfilled other important commitments taken voluntarily or voted by the General Assembly of the Association, and would thus have threatened the good name of the Association or significantly obstructed its activities; 3. he/ she has disclosed false information discrediting the Association or has disclosed information conferred upon him/ her confidentially; 4. he/ she has used membership in the Association for profit; 5. other acts of conduct which could be reasonably considered as incompatible with the principles of a respectable activity in the sphere of telecommunications

Participation of Members Article 16 (1) A member of the Association who is an individual shall participate in its work in person. (2) Members of the Association who are legal entities shall be represented by their lawful representatives according to their constituent rules and their governing law. The competent managing body of the legal entity can nominate one or several permanent or temporary representatives to the Association. (3) Members of the Association wishing to replace their representatives, shall send notice in writing to the Association. (4) The Association shall keep a list of the representatives of its members, which shall point out those with voting powers. (5) The Managing Board may adopt requirements as to the form of the statement concerning the appointment or withdrawal of a representative with voting rights. These statements shall be deposited in the Association not later than 24 hours before the opening of a session. Otherwise the representative shall not have the right to vote.

Registration and Resignation of Members Article 17 (1) The Association shall keep a register of its members, which will be available to all interested parties. The register shall be public. Interested persons may obtain information and certificates based on the register according to a procedure set by the Association. (2) Members of the Association shall be obliged to provide information for filling in of the register and to update the information about their status, name, headquarters, address, scope of activity, and other information required by the Managing Board. They shall present to the register the necessary official documents pertaining to their national registration. (3) The members may leave the Association by presenting a letter of resignation. Termination of membership occurs at the time this letter is received. The membership fee and any other contributions shall remain outstanding in full for the year during which termination of membership has occurred. Such contributions are not subject to refund. Former members may not claim share of the property of the Association.

III. MANAGEMENT

A. GENERAL PROVISIONS

Bodies of the Association Article 18 (1) The bodies of the Association shall be the General Assembly of the Association, the Managing Board, the President of the Association

Term of Office Article 19 (1) The mandate of all officials elected by the General Assembly of the Association shall be on year, and shall commence on the first day of the month succeeding the month of the election. Officials shall fulfill their responsibilities until new officials are elected and their mandate commences. (2) The mandate of all officials elected by the Constituent Assembly of the Association shall be till January 31st, 2003.l (3) Individuals elected to fill any vacated post shall have mandate until the end of the mandate of the person who has vacated the post. (4) Members of the Managing Board shall be elected on a rotational Principe A new election shall keep in its staff two of the previous members of the Managing Board as to achieve continuity in Association's work.

Nominations Article 20 (1) Nominations for vacancies may be made by the principal members of the Association. (2) The nominations shall be made in writing and signed by the proposing party and another principal member. They shall be submitted not later than 2 days before the date of the election meeting. (3) All nominations submitted to the Association should be accompanied by written consent of the candidate to take up the post if elected.

Election Article 21 (1) The officials elected by the General Assembly of the Association shall be elected by a majority of at least half of the principal members of the Association plus one. If no candidate for the respective post has the necessary majority, the position shall be filled through a second ballot between the two candidates who have received most votes. In the second ballot the candidate with majority of votes shall be considered elected.

Vacancies Article 22 (1) If any official should leave his post or if a post remains vacant because of illness of the official or for some other reason, the vacancy shall be taken until the end of the current mandate by person elected by the Managing Board. (2) The Managing Board shall elect the substitute with a majority of at least half plus one of the quorum. Before the election, each member of the Managing Board shall be given written details about the candidates. (3) At the discretion of the Managing Board a vacancy may be filled at a session of the General Assembly of the Association, to which the candidates shall be presented.

B. General Assembly of the Association

Composition of the General Assembly Article 23 (1) The General Assembly of the Association shall consist of all principal members of the Association. It shall be convened on a regular session at least once a year.

Convening the General Assembly Article 24 (1) The General Assembly of the Association shall be convened by a decision of the Managing Board by its own initiative or at the request of at least 1/3 of the principal members of the Association. In the last case, if the Managing Board does not convene the General Assembly within two weeks, it may be convened by the district judge at the request of the principal members who have made the request. (2) The General Assembly shall be convened by promoting written invitation in the State Gazette, at least one month two weeks prior to the day of the session. An announcement to that effect should be displayed in the premises of the Association. (3) The invitation to the meeting of the General Assembly shall point out the day, the time and the venue of the meeting. It shall also contain by which initiative it is convened and the agenda. (4) When written documents connected with the agenda are prepared for the session, they shall be placed at disposal of the members in the premises of the Association at the day of promulgation in the State Gazette.

Powers of the General Assembly Article 25 (1) The General Assembly shall: 1. amend and supplement the Statute and, if necessary, decide to reorganize or terminate the Association; 2. exercise a right of veto on decisions of the Managing Board dismissing members of the Association; 3. approve the budget and the annual report for its execution as well as release the Managing Board from responsibility; 4. approve the annual report on the activities of the Association; 4. approve the candidates for membership 6. determine the number of the members of the Managing Board and the Controlling Committee and elect and dismiss them; 7. elect the President of the Association and the Chairman of the Controlling Committee; 8. define the general direction, approve long-term and short-term plans, programs and specific projects for the activities of the Association by proposal of the Managing Board; 9. determine the rate of the entrance fee and the annual membership fees or the property fees 10. cancel the decisions of the other managing bodies of the Association if they contradict to the law, the Statute or the Regulations regulating the activity of the Association 11. pass decision on other issues. (2) The decisions of the General Assembly pertaining to Section 1 above shall be taken by a 3/4 majority of all principal members, while those pertaining to Sections 2, 3 and 5 above and in other cases whеre law requires qualified majority, shall be taken with a majority of 2/3 of those present; decisions on other issues shall be taken with a simple majority of those present.

Quorum Article 26 (1) The General Assembly of the Association could take decisions if it is properly convened and at least half of the principal members of the Association are present. (2) If there is no quorum at the time announced for beginning of the session of the General Assembly, the sitting shall be adjourned for one hour, after which it shall be considered legitimate irrespective of the number of the present principal members.

Voting Rights Article 27 (1) Each principal member shall have one vote. (2) The right to vote may not be exercised by those principal members who have unsettled liabilities with the Association, such as unpaid membership fee. The President of the Association shall control the observance of this rule and shall present a report before each sitting of the General Assembly of the Association.

Chair of the General Assembly Article 28 (1) The President of the Association shall chair the General Assembly of the Association. He shall organize its work and ensure the legitimacy of the proceedings. (2) The President of the Association shall appoint one or more members of the Managing Board as Deputy-Chairman's of the General Assembly and shall assign to them in succession the current chair of the sessions. (3) The President of the Association shall appoint a secretary/record keeper of the General Assembly. The secretary/record keeper shall be responsible for taking a precise record in the minutes of meeting of statements, declarations, motions, voting results and the decisions taken. For that purpose, in addition to the short-hand notes, a tape recording may be used.

C. Managing Board

Composition of the Managing Board Article 29 The Managing Board shall consist of the President of the Association, the Executive Director and five ordinary members.

Sessions of the Managing Board Article 30 (1) The Managing Board shall be convened at regular sessions at least once a month. (2) Extraordinary sessions of the Managing Board shall be convened by the President of the Association by his/ her own initiative or by request of any member of the Managing Board. (3) If the time and the venue of the session of the Managing Board have not been decided at the previous session, the Managing Board shall be convened by letter, telex, telegram, sent to all the members minimum a week ago. Due to extraordinary circumstances the Managing Board shall be convened by telephone. (4) The session of the Managing Board is legitimate if all members are invited and if more than half of them are present, except when the Statute requires a different quorum.

Powers of the Managing Board Article 31 (1) The Managing Board in accordance with the Statute and the decisions of the General Assembly of the Association shall manage and co-ordinate the activities of the Association, as well as authorize persons to sign on behalf of the Association. The Managing Board shall direct the activities of the Association in accordance with its objectives and shall ensure the protection and increase of its property. (2) The Managing Board shall: 1. approve organizational rules and regulations for its work; 2. secure adherence to the Statute and implementation of the decisions of the General Assembly; 3 manage the current affairs of the Association, approve programs, development plans and special projects as well as decide on the organization of and the participation of the Association in important public events in accordance with its objectives; 4 manage the assets of the Association; 5. approve the Draft Annual Budget of the Association and report on its implementation before the General Assembly of the Association, submit proposals for partial amendments in the Budget, including new expenditure items if new sources of financing have been found after the approval of the Budget; 6. prove and put forward for consideration and final approval by the General Assembly of the Association the Annual Report on the activities of the Association 7. adopt the management structure of the Association as well as the regulations for accounting, payment of salaries and other internal regulations of the Association; take decisions on the formation of funds and determine the manner in which they shall be collected and spent; 8. appoint the officials elected by the General Assembly of the Association and the Managing Board; 9. appoint an Administrative secretary who will organize the current administrative activity of the Association and determines his salary; 10. approve the regular report of the Executive Director on the activities of the Association; 11. decide on the participation of the Association and the termination of such participation in Bulgarian and foreign non-profit organizations; 12. take decisions for the management of the property of the Association with a view to its protection and increase; 13. determine the interest rates applicable to late payments due to the Association by its members; 14. take decisions on other issues envisaged in the Statute. (3) The decisions of the Managing Board shall be taken by a simple majority. (4) In urgent and other extraordinary cases the Managing Board could take decisions in-absentia through a minutes of meeting signed by all its members.

D. Controlling Committee

Article 32 (1) The Controlling Committee shall consist of a Chairman and two ordinary members. (2) The Controlling Committee shall: 1. control the fulfillment of the Statute of the Association; 2. control the the management of the property of the Association with a view to its protection and increase; 3. shall be responsible to the General Meeting of the Association;

E. President and Executive Director Of The Association

Article 33 (1) The President of the Association shall provide general leadership of the Association. He shall organize the activities of the Association and shall perform his duties as described in the Statute or assigned to him by the General Assembly or the Managing Board. (2) The President shall represent the Association in property issues and in its relations with Bulgarian and foreign organizations and institutions. (3) The President of the Association shall sign all official documents of the Association. (4) The President of the Association shall: 1. organize and direct the activities of the managing Board 2. supervise and assist to the Executive director of the Association 3. take decisions on other issues assigned to him by the General Assembly or the Managing Board of the Association

Representation of the Association Article 34 (1) The President of the Association and the Executive Director shall represent the Association collectively or individually in the country and abroad.

F. Executive Director

Article 35 The executive Director shall: 1. organize the implementation of the decisions of the managing Board 2. organize the work of the staff of the Association and records 3 within the budget, plans, programs and decisions of the Managing Board, take decisions on the efficient spending of the approved resources for the activities of the Association 4 organize and control all assets and financial operations of the Association, including the accounting 5 organize the preparation of the Draft Annual Budget of the Association 6 Report to the Managing Board the financial situation of the Association 7 Report to the President of the Association on the activities of the Association; 8 Take decisions on other issues assigned to him by the General Assembly of the Association, the Managing Board or the President

Branches Article 36 (1) The General Assembly of the Association may take decisions to found and close branches.

Minutes Article 37 (1) Minutes shall be kept at the sessions of the general Assembly of the Association and of the Managing Board, wherein statements, declarations, motions, voting results and decisions taken shall be recorded. The minutes shall be signed by the chairman of the respective body and by the record keeper. (2) The minutes shall be bound into books of records in chronological order. The record shall be kept at least 25 years if the law does not provide for a longer period. The records could be destroyed after the expire of the period of preservation only upon an expressive decision adopted by the General Assembly of the Association. (3) The members of the Association and the members of the Managing Board shall have access to the books of records and could take copies and extracts of the records.

G. Finances

Payments to the Association Article 38 (1) Members of the Association shall pay entrance fee and annual membership fee. They shall pay additional fees only if General Assembly has voted for them or if they have committed to them voluntarily. (2) The rate of the entrance fee and annual membership fee shall be approved and amended by the General Assembly of the Association. (3) Until the rates under the preceding paragraph are approved by the General Assembly of the Association, the rates passed by the Constituent Assembly of the Association shall apply.

Amendments Article 39 (1) The rates of the members and the membership fees could be amended by the Managing Board, taken with a majority of at least 2/3 of the members of the managing Board at a special session convened for that purpose. Any such decision shall be approved at the following annual or extraordinary session of the general Assembly. If the decision is not approved by the General Assembly, any increases shall be considered void and all payments based on the repealed decision shall be refunded.

Entrance Fee Article 40 (1) New members of the Association shall pay an entrance fee within one month of the day of their admission. The entrance fee shall be determined by the decision of the General Assembly of the Association. (2) The founder members shall pay the entrance fee within one month of the day of the Constituent Assembly of the Association. Honorary members shall pay no entrance fee.

Membership Fee Article 41 (1) The members of the Association shall pay annual membership fee, determined by the General Assembly, on two even parts. The first part of the fee shall be paid not later than January, 31 of the year for which is intended. The second part of the fee shall be paid not late than July, 31 of the year for which is intended (2) Honorary members shall pay no membership fee. (3) New members shall pay membership fee for the year of their admission in proportion to the remaining period of the year.

Business activities Article 42 (1) The Association has the following economic activities: exhibition, advertising, publishing, organizing courses, seminars, lectures, organization and participation in conferences, symposia and other research activities in Bulgaria and abroad. (2) The Association shall not execute business activities, which is not associated with the main activity of the Association and shall use the incomes from these activities only for reaching the purposes of the Association. (3) The activities under (1) are submitted to the laws that regulate them. (4) The Association does not distribute profit.

Remuneration of the elected officials Article 43 (1) The President of the Association, the Executive Director and the members of the Association may not receive remuneration for their membership in the managing Board of the Association. (2) The Secretary shall receive remuneration set by the Managing Board.

Termination and liquidation Article 44 (1) If on termination of the Association after compensation to all creditors, there should remain any property, the latter shall be paid or distributed among the members of the Association according to their entrance fees.

Other provisions Article 45 (1) Notwithstanding the provisions of the Statute, failure to send information or documents to a member of the Association, the Managing Board or other persons shall not constitute a breach of duty, if his address is unknown to the association due to negligence on the part of that person.

Internal Rules Article 46 (1) These rules must not contradict the Statue and the decisions of the General Assembly of the Association. The members shall be informed of all approved Regulations and of amendments and additions.

Supplement to the Statue Article 47 (1) Any proposed supplement to this Statue or to the Constituent Protocol shall be taken under consideration by the managing Board, which shall present it with its recommendations to an annual or extraordinary General Assembly of the Association. The material shall be presented 21 days prior to the day of the meeting.