Statute


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 oneyear, 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.