“BULGARIAN-ITALIAN BUSINESS ASSOCIATION”
OBJECTIVES OF THE ASSOCIATION
Expansion and deepening of economic cooperation between Bulgaria and Italy.
MEANS OF ACHIEVING THE OBJECTIVES
1. supporting business organizations from both countries to establish contacts for the purpose of trade, investment activity, entering third markets, implementation of scientific and technical projects, creation of joint ventures, joint participation in infrastructure projects, tour operator, transport and other mutually beneficial economic activity;
2. cooperation with state authorities on both sides to create a contractual legal basis, stimulating the development of economic relations between Bulgaria and Italy;
3. offering government bodies on both sides options for solving problems of an economic nature affecting individual members or groups of members of the Association;
4. lobbying before state authorities on both sides to facilitate relations between business representatives, including business visits;
5. facilitating the resolution of disputes of an economic and other nature that may arise between counterparties in commercial operations between Bulgaria and Italy;
6. assisting in the organization of trade exhibitions and presentations of companies and goods from both countries;
7. other means used by civil society organizations.
ACTIVITY
1. supporting, promoting and protecting the interests of its members before the public administrations of Bulgaria and Italy, as well as before third national or international organizations;
2. development and submission to state bodies on both sides of proposals, analyses, expertise and others in the interest of the development of Bulgarian-Italian economic cooperation;
3. development and proposal to the competent state authorities on both sides of normative acts aimed at creating favorable conditions for Bulgarian-Italian economic relations;
4. assistance to the members of the association for the development of their activities;
5. cooperation with related organizations in Bulgaria and Italy and participation in the activities of international bodies and organizations;
6. taking other actions that do not contradict the law and this statute.
MANAGEMENT AND CONTROL BODIES
Bodies of the association are:
1. general assembly;
2. management board;
3. chairman of the management board;
4. control board;
5. chairman of the control board.
1. General Assembly
(1) The General Assembly is the supreme body of the Association and consists of all its members.
(2) Legal entities participate in the meeting through the persons who represent them. They certify this quality with a certificate of current status of the legal entity.
(3) The members of the Association can authorize with an express written power of attorney an individual to represent them at one or an unlimited number of meetings of the General Assembly. The proxies have no right to represent more than three members at the same time and to delegate their rights to third parties.
Right to vote
(1) Each member of the General Assembly has the right to one vote.
(2) A member of the General Assembly does not have the right to vote when deciding on issues related to:
1. him, his spouse or relatives by direct line – without restrictions, by silver line – up to the fourth degree, or by matchmaking – up to the second degree inclusive;
2. legal entities in which he is a representative or can impose or hinder decision-making.
Decisions of the General Meeting
(1) The decisions of the general meeting are taken by open vote, unless the meeting decides to vote by secret, with a majority of the members present. Decisions are taken by a majority of 2/3 of the members present.
(2) The General Assembly cannot make decisions on issues that are not included in the agenda of the meeting announced in the invitation.
Meeting of the General Assembly
(1) For the operational management of each meeting, the general assembly elects a chairman and a secretary, on the proposal of the management board.
(2) Minutes are kept for the meeting, which are certified by the members of the elected management, who are responsible for the accuracy of its content.
2. Management Board
(1) The Management Board of the Association consists of up to 7 individuals, named by members of the Association, who are elected by the general meeting for a term of up to 5 years.
(2) The members of the Management Board can be re-elected.
Decisions of the Management Board
(1) The Management Board makes decisions by clear vote and a majority of the members present.
(2) The decisions of the Management Board are made in minutes, which are certified by the chairman and the secretary of the meeting, who are responsible for the accuracy of their content.
(3) The Management Board may take a decision without holding a meeting, if the minutes of the decision are signed by all members of the Management Board without remarks or objections.
(4) The decisions of the Management Board are brought to the attention of the members of the control board.
3. Chairman of the Management Board
(1) The Chairman is elected by the general meeting from the members of the Management Board.
(2) The mandate of the Chairman coincides with the mandate of the Management Board.
(3) The Chairman may be re-elected.
4. Control Board
(1) The Control Board of the Association consists of up to 11 individuals, nominated by members of the Association, who are elected by the general meeting for a term of up to 5 years.
(2) The members of the Control Board may be re-elected.
5. Chairman of the Control Board
(1) The Chairman is elected by the general meeting from the members of the Control Board.
(2) The mandate of the Chairman coincides with the mandate of the Control Board.
(3) The Chairman may be re-elected.
POWERS OF THE BODIES OF THE ASSOCIATION
Powers of the general assembly
General Assembly:
1. Amends and supplements the statutes;
2. Elects and dismisses the members and Chairmen of the Management and Control Board and supervises their activities;
3. Replaces the members and Chairmen of the Management and Control board before the expiration of the term for which they were elected;
4. Relieves or engages the responsibility of the members and Chairmen of the Management and Control Board;
5. Makes decisions on the transformation or termination of the Association, on declaring it in liquidation and designates the Management Board or the person chosen by it as the liquidator;
6. Along with the termination decision, a decision is also adopted to distribute the property remaining after the satisfaction of the creditors after the liquidation;
7. Adopts the main guidelines for the activity of the Association;
8. Accepts the annual reports on the activity of the Management and Control Board;
9. Accepts the Association’s budget;
10. Amends and cancels the decisions of the other bodies of the Association that contradict the law, the statute or other internal acts regulating the activity of the Association;
Powers of the Board of Directors
The Management Board:
1. determines the scope of the representative power of the deputy chairmen of the Management Board, directors and general secretary of the Association elected by him;
2. ensures the implementation of the decisions of the general assembly and reports its activity to it;
3. makes decisions on participation and termination of participation in other organizations;
4. makes decisions on the acquisition and alienation of real estate;
5. adopts plans and programs for the activity of the Association;
6. adopts and submits to the general meeting a draft budget;
7. accepts the annual report and balance sheet of the Association;
8. adopts decisions on the amount of membership fees;
9. accepts, releases and excludes members of the Association;
10. adopts internal acts for organizing the activity of the Association;
11. elects honorary members, establishes awards and symbols of the Association;
12. appoints a liquidator;
13. manages the Association’s assets, makes decisions on the disposal of its financial resources and is responsible for this;
14. makes decisions on all issues that by law or according to the statute do not fall under the rights of another body.
Powers of the Chairman
The Chairman of the Management Board:
1. manages the current activity of the Association in accordance with the law, the statute, the decisions of the general meeting and the Management Board;
2. organizes the implementation of the decisions of the general meeting and the Management Board;
3. convenes the regular and extraordinary meetings of the Management Board, organizes and directs their conduct;
4. appoints and dismisses the personnel necessary for the activity of the Association, over whom s/he exercises overall management and control;
5. develops and submits for adoption by the Management Board a project for: a) annual budget of the Association; b) the accounting report and the balance sheet of the Association for the expired period; c) state for the staff of the Association;
6. organizes and controls the management and intended use of the Association’s property;
7. opens and closes bank accounts of the Association and disposes of its funds in accordance with the decisions of the Management Board;
8. submits to the Management Board proposals for acceptance, release and exclusion of members of the Association.
Powers of the Control Board
(1) The Supervisory Board:
1. verifies the implementation of the decisions of the general meeting and the Management council;
2. supervises the legality and expediency of the decisions of the management bodies of the association;
3. supervises the proper use of the Association’s property;
4. gives a conclusion on the annual report, balance sheet and budget of the Association and reports on its activities to the general assembly.
(2) The members of the control board may participate in the meetings of the Management Board with an advisory vote.
(3) When it detects significant violations of the law or the statute, the Supervisory Board makes a request to the Management Board to convene the general meeting.
membership
(1) Members of the Association can be legal entities or individuals with legal capacity.
(2) Membership in the Association is voluntary. Members may be the persons referred to in paragraph 1 who agree with its statutes.
(3) The members of the Association retain their legal and economic independence.
(4) Membership legal relations arise when:
1. acceptance;
2. merger;
3. infusion.
Accepting new members
(1) New members of the Association are admitted on the basis of a written application on a form approved by the Management Board.
(2) The Management Bboard shall issue a decision on the application at its first meeting after its submission.
(3) The decision of the Management Board is communicated in writing to the candidates for membership.
(4) Revocation of the Management Board’s refusal may be requested from the Association’s general meeting in accordance with Art. 21 of the statute.
Rights and obligations of members
The members of the Association have the right:
1. to participate in the management of the Association;
2. to be informed about the activities of the Association and to attend meetings of the Management Board when issues of their interest are considered. In these cases, the Management Board is obliged to notify the interested parties in a timely manner;
3. to submit to the Association questions from its activity for consideration;
4. to use the property of the Association only to the extent that it is related to the exercise of activities and functions in its management bodies or those assigned by decision to these bodies;
5. to use the results of its activity, according to the provisions of this statute;
6. to ask for his assistance in protecting their interests
The members of the Association are obliged:
1. to comply with the provisions of this statute and to implement the decisions of the Association’s bodies;
2. to participate in the activities of the Association and to work for the realization of its goals;
3. to assist in the performance of its tasks;
4. to raise the authority of the Association, to help increase its property and not to perform actions or inactions that contradict its goals and discredit it;
5. to pay the membership fees stipulated in the present statute within the deadline;
6. to provide information necessary to achieve its goals and to fulfill its tasks.
Membership rights and obligations, with the exception of property rights, are non-transferable and do not transfer to other persons upon termination.
The members of the Association have the right to authorize a third party – a member of the Association, to exercise their rights and fulfill their obligations, which is done in writing and takes effect after written notification to the Management Board. In these cases, they are responsible for the non-fulfillment of their obligations by the authorized person.
The members are not responsible for the Association’s obligations and its creditors have no right to assert rights to their property.
Termination of membership
(1) Membership in the Association is terminated:
1. upon leaving – with a unilateral written notice to the Management Board, submitted at least one month earlier;
2. upon termination of the legal entity, respectively with the death or placing it under full prohibition of the individual, a member of the Association;
3. upon shutdown;
4. in case of withdrawal due to non-payment of the established membership fees or systematic non-participation in the activities of the Association.
Upon termination of membership, the Association does not owe a refund of the membership fees paid.
Power off
(1) A member of the Association may be expelled by a decision of the Management Board when:
1. fails to fulfill its obligations under Art. 34;
2. committed other actions that make his/her further membership in the Association incompatible.
In minor cases of failure to fulfill one’s obligations under Art. 34, the Management Board can issue notices and warnings for exclusion by deciding a deadline for fulfilling the obligation.
The decision to exclude can be appealed to the general assembly in accordance with the procedure of Art. 21 of the statute.
Falling out
(1) Disqualification is established when one of the following circumstances exists for a member of the Association:
1. has not paid the initial membership fee within one month of its acceptance;
2. has been overdue by three months in the payment of his due membership fee without valid reasons;
3. has ceased his/her participation in the activities of the Association.
The above circumstances are ascertained by the Management Board. It reports the cancellation to the general meeting and reflects it in the Association’s documentation.
Composition and sources of property
(1) The Association forms its assets from property rights and other real rights on movable and immovable property, intellectual property rights, receivables and other rights regulated by law.
(2) Sources of funds for the Association are:
1. introductory and monthly membership fees;
2. income from own properties and activities;
3. donations and bequests from individuals and legal entities;
4. other sources permitted by law.
Membership fees
(1) The Board of Directors determines the due amount and the amount of membership fees, as well as the terms and methods of their payment.
(2) At the end of the annual balance with a loss, the Management Board can decide on additional contributions of the members to cover it.
Economic activity
(1) The Association may carry out or organize the carrying out of additional economic activity related to the subject of the main activity, namely: consulting, expert, advertising and information-analytical activity, as well as other activities related to the subject of the main activity activity and not prohibited by the current legislation in the Republic of Bulgaria.
(2) The Association will use the income from the economic activity only for the achievement of its goals and will not distribute profit.
Revenue regime
(1) All revenues of the Association, regardless of their nature and source, are included in its property and serve to achieve its goals.
(2) The income cannot be distributed as profit among the members of the Association.
Expenses The association carries out its expenses in implementation and within the approved budget.