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 ARTICLES OF ASSOCIATION

OF THE NON-PROFIT ASSOCIATION “BULGARIAN INVESTMENT-BUILDING  ASSOCIATION”

CHAPTER 1. GENERAL PROVISIONS

Art. 1 (1) The non-profit association “Bulgarian investment-building Association”, written in Latin – Bulgarian investment-building Association, hereinafter referred to as the Association, is an independent legal entity, separate from its members, incorporated as an association, under the Law on non-profit legal entities.

(2)  The Association is an organization for carrying out activity in favor of its members.

(3)  The Association as a legal entity can be a member in international and in Bulgarian organizations with identical or similar goals and objectives.

 

(4)  Art. 2. (1) The headquarters of the Association is in the city of Pomorie.

(2) The address of the Association is: city of Pomorie, 9 “Knyaz Boris I” str.

 

Art. 3. The Association is established without a fixed term of existence.

CHAPTER 2. GOALS AND OBJECTIVES

Art. 4. Goals of the Association:

1. To protect the common interests of the members and the companies, which are in the construction sector and in the investment-building process;

2.   To examine the legal, technical, economic, financial, customs, environmental and other issues related to the construction and to the investment-building process and to suggest solutions to them, including by suggesting legislative changes;

3. To support the professional development of its members, the business relations between them and other related Bulgarian and international organizations;

4. To work on enhancing the reputation of its members, both at home and abroad;

5. To maintain contacts and to cooperate with the state institutions determining the regime of construction and the investment-building process;

6. To protect the interests of the Association by representing it on different institutional levels;

7. To liaise with the educational establishments in the field of activity of the members of the Association.

8. To conduct advertisement and PR of the investment-building process.

9. To improve the investment climate in order to attract foreign and Bulgarian investors;

10. To improve the conditions for attracting foreign clients;

11. To improve the international image of Bulgaria;

12. To improve the legislation in the field of construction and investments;

13. To improve the conditions for development of small and medium businesses;

14. To achieve a balance between the interests of builders, investors, people and nature;

15. To encourage entrepreneurship;

16. To increase the employment of young people in the construction field and encourage them to stay and work in Bulgaria;

17. To ensure compliance with the environmental standards in the performance of the investment-building process;

18. To reduce the impact of the monopolies;

19. To protect the cultural and historical heritage in the investment-building process;

20. To protect the interests of the purchasers of real estate;

21. To improve the quality of construction and the quality of customer service.

Art. 5. The means of achieving the objectives as set out in Art. 4 are:

  1. Conducting conferences, symposiums, meetings, workshops, seminars, plenaries, discussions, festivals, assemblies;
  2. Active cooperation with Bulgarian, foreign and international governmental and nongovernmental organizations;

3.   Applying for development and implementation of projects to the structures of the European Union;

  1. Establishment, maintenance and management of the funds of the Association “Bulgarian investment-building association” in terms of the set goals;
  2. Active cooperation with Bulgarian, foreign and international educational, academic and scientific institutions and organizations;
  3. Cooperation with prominent representatives of Bulgarian and foreign academic, educational, scientific and cultural communities;

7. Supporting the realization of events and scientific publications (in printed and electronic forms);

8. Providing information, consultancy services and database maintenance;

9. Assisting members for developing projects for the small and medium business;

10.Preparing specialized training programs and scientific research work;

11. Constructing regional structures;

12. Conducting trainings;

13. Conducting explanatory campaigns;

14. Initiating legislative changes;

15.Studying and dissemination of the global and Bulgarian experience, achievements and knowledge in the field of construction and the investment-building process.

 

Art. 6. Subject of activity of the ASSOCIATION is:

1. Representing and protecting the interests and rights of its members before the governmental and municipal authorities and before other organizations with similar objectives;

2. Organizing, conducting and participating in local, national and international events in the field of construction and the investment-building process.

3. Developing and implementing projects to the structures of the European Union;

4. Supporting the exchange of information between its members.

CHAPTER 3. MEMBERSHIP. WRIGHTS AND OBLIGATIONS OF THE MEMBERS

Art. 7. (1) Members of the Association may be active Bulgarian and foreign physical and legal entities, who accept this Article of Association, who are willing to work and achieve the objectives of the Association, have submitted a written application for membership in accordance with the next Article, and meet the requirements of Article 8. The membership is voluntary. When applying all members of Art. 8, par. 1 and 2, shall sign a declaration of acceptance of this Article of Association and join the Association’s code of ethics.

(2) The members are regular, associated and honorary members.

 

Art. 8. (1) The candidates to become regular members of the Association, shall submit a written application for membership to the Board; a recommendation from of a member of the Association; filled in registration card; a copy of the current status of the company or identity card for an individual; a certificate of presence or absence of obligations under Art. 87, paragraph 6 of TIPC; evidence of an investment / building constructed and put into operation, with an area not less than 1000 square meters (for traders); a certificate that the trader is not bankrupt or that is not subject to insolvency proceedings; a certificate, that the trader is not in liquidation; and to pay the membership fee for the year within 5 days, after the notification of a decision from the Board for membership is sent to the candidate. Representatives of regular members may be elected to the governing bodies of the Association.

(2)  The candidates to become associate members of the Association are required to submit a written application for associate membership to the Board, filled in registration card, a copy of the current status of the company or identity document of the individual and to pay the membership fee for the year within 5 days, after the notification of a decision from the Board for membership is sent to the candidate;

(3)  Honorary Member status may be granted only to individuals. Honorary members shall be nominated by a member of the Association and shall be accepted by a resolution of the Board, without submitting a written application for membership. Once accepted, the Honorary members shall fill in a registration card. Honorary members shall not pay fees, but can make donations and participate in the financing of events.

(4)  Associate members under par. 2 may be such indefinitely. They have all the rights and obligations of regular members without the right to vote.

(5)  The transition from regular to associate membership is allowed within one year. For this purpose, the legal or physical person shall submit a reasoned request to the Board, which shall consider and decide on it at its next meeting.

(6)  Upon receipt of the request, it shall be sent to all members of the Association. In 10 day period they may submit motivated written objections against the acceptance of the new member. The application shall be submitted to the vote of the Board, but not later than a 30 day period from the date of submission.

(7)   The new member of the Association shall receive a certificate of membership which type and form is determined by the Board.

Art. 9. All members of the Association have the following rights:

1. To participate in the work of the Association.

2. To obtain information about the current activities of the Association;

  1. To use the property of the Association in order and under conditions determined by the Managing Board;

4. To participate in the organized by the Association initiatives and events;

  1. To use the rights acquired by the Association from its participation in other organizations as their founding acts allow it.

Art. 10. All members of the Association shall have the following duties:

  1. To implement the decisions of the General Assembly, the Board and the Chairman, according to the objectives of the Association;
  2. Not to carry out activities and not to participate in activities contrary to the purposes and objectives of the Association;
    1. To protect the good name of the Association;

4.   To pay membership fees accordingly and in the order established by the General Assembly, with the exception of the Honorary members.

Art. 11. (1) In case of negligence of any of his/hers obligations, under the preceding paragraph, the Board may decide to exclude a member of the Association. The decision may be appealed to the General Assembly, which may revoke the decision of the Board by a simple majority. The expelled member shall not vote. Until the ruling of the General Assembly, the expelled member cannot benefit from the rights under this Article of Association.

(2)  The membership fees for the relevant year shall be submitted until the 10th of May of the relevant year. In the case of a late payment from a member, of all membership fees, which have been prolonged for more than a month, the Board of the Association may decide to exclude that member.

(3)  Excluded members pursuant to Art. 11, par. 2 are eligible to apply to renew their membership in accordance with Art. 8, not earlier than three months after their exclusion, and after paying any debts of membership fees from the previous membership with the Association.

(4)  Upon termination of a membership, contributions from membership fees and donations are non-refundable.

Art. 12. Except in cases of the preceding Article, the membership is terminated:

1. Upon the death of a member – an individual or if placed under judicial disability;

2. Declared bankruptcy of a legal entity or liquidation;

  1. Upon written request of a member, addressed to the Chairman of the Board;

4. Upon dissolution of the Association.

CHAPTER 4. AUTHORITIES AND MANAGEMENT OF THE ASSOCIATION

Art. 13. The Association consists of all its members.

Art. 14. Bodies of the Association are the General Assembly, the Board of Directors, Chairman and Chief Secretary.

Art. 15. (1) The General Assembly is the supreme body of the Association and includes all its members.

(2) Members of the Association – individuals are represented in person or by authorized entities with a notarized power of attorney, which is provided prior to the commencement of the General Meeting.

(3)     Members of the association – legal entities participate in the General Assembly representing the legal person under legal registration or a person authorized by a notarized power of attorney, which is provided prior to the commencement of the General Assembly.

(4)     A single member of the association cannot represent more than one other member by power of attorney.

Art. 16. (1) The General Assembly shall take decisions upon the presence of at least half of the regular members of the Association. In the absence of a quorum at the announced time, the General Assembly shall be considered regularly conducted initiating one hour after the scheduled time and shall be conducted by the present members and by the represented by power of attorney regular members.

(2) Each regular member shall have one vote in decision making.

Art. 17. (1) The General Assembly is summoned at least once a year by the Board or at the request of one third of the members of the Association.

(2) The convening is disclosed through an invitation to the members, filed in writing on paper or electronically, transmitted in a manner ensuring its receipt. The notice shall indicate the day and time of the General Assembly, venue and agenda. The agenda shall be determined by the Board.

(3)     The Chief Secretary is required to perform all actions necessary to convene the General Assembly and send invitations to all the members with the agenda, within 14 calendar days after receipt of a request by one third of the members of the General Assembly or by the decision of the Board for this.

(4)     The General Assembly shall be chaired by the Chairman of the Association, and in his absence by the Deputy Chairman.

Art. 18. (1) The General Assembly:

  1. elects members of the Board, the Chairman of the Association, who is also Chairman of the Board; the Vice Chairman and the Chief Secretary;
    1. approves the annual report of the Association;
    2. discharges the Chairman of the Association;

4. approves the budget of the Association for the next year, by defining annually the amount of the membership fee;

5.    establishes long-term and short-term guidelines and programs of work for the Association during the period between General Assemblies;

6. amendeds the Articles of Association or amendeds new Articles of Association;

  1. decides on the transformation and dissolution of the Association, on the declaration of liquidation and determines the liquidator;
  2. together with the decision to terminate the Association shall decide on the allocation of property;

(2) The decisions under par. 1 shall be approved as follows:

  • by points 1, 2 and 3 – with majority of more than one half of the participants;
  • by points 4, 5, 6, 7 and 8 – by a majority of not less than two-thirds of the members present.

(3) Voting shall be open.

Art. 19. (1) The Board consists of nine competent individuals who are regular members or are representing regular members of the Association, one of whom is selected by the General Assembly for Chairman.

(2)   By decision of the General Assembly, the number of board members can be changed. This change is reflected in the Articles of Association of the Association.

 

Art. 20. The Board shall be elected for a term of two years. The Board shall meet at least once a month.

Art. 21. The Board, through its members manages the Association and takes decisions on all matters except those which under these Articles are assigned to the General Assembly. The Board shall elect from among its members and indemnify the Chief Secretary and shall require the Chairman to conclude a contract and to authorize it.

Art. 22. The Deputy Chairman is elected by the General Assembly on the proposal of the Chairman.

Art. 23. (1) The meetings of the Board are open to members of the Association. The agenda, venue and time of the meetings of the Board shall be sent to all members at least five days prior to their implementation. When taking decisions the right to vote have only members of the Board. The Board takes decisions in the presence of at least one half of its members.

(2)     The Board shall take its decisions presently. Present decisions shall be made by simple majority of those who are present. New members of the association shall be accepted by two thirds of the votes of the members of the Board.

(3)     The Board may take also remote decisions, according to the procedure for conducting meetings of the Board of the Association “Bulgarian investment-building association.” In cases of remote voting, the protocol with the taken decisions must be signed by the voted members of the Board. Remote decisions are taken by two thirds of the members of the Board.

Art. 24. The Chairman is a member of the Association, a legally capable natural person and is elected for a term of two years.

Art. 25. In the absence of the Chairman for urgent reasons, death, and in the case of resignation, the functions of the Chairman until the next General Assembly are performed temporarily by the Deputy Chairman.

Art. 26. The Chairman of the Association:

1. Represents the Association;

2. Represents the General Assembly and the Board;

3. Convenes the General Assembly;

 

  1. Offers the Board council on admission of new members and on the exclusion of active members;
  2. Concludes and terminates the contracts of the operating secretaries and the Chief Secretary – after a decision of the Board of the Association;

Art. 27. (1) Chief Secretary of the Association:

1. Organizes the daily work of the Association;

2. Represents the Association after a specific authorization from the Chairman;

3. Is responsible for organizing and monitoring the implementation of decisions of the General Assembly and the Board;

4. Ensures the operation of the office / s / of the Association;

5.   Periodically informs the Chairman, the Board and the General Assembly about the activity of the Association;

6. Prepares the draft of the annual report of the Board of the Association;

7. Is obliged to assist any member of the Association according to the objectives and the means referred to in Art. 4 and 5 of the Article of Association.

8. Keeps a register of dishonest, unfair and unethical personnel, subcontractors, clients and brokers.

(2) ) The Chief Secretary shall receive a remuneration determined by the Board.

CHAPTER 5. STRUCTURE AND LOCAL MANAGEMENT

Art. 28. The Association forms its own regional structures that shall be called “Regional units” (RU). They are obliged to contribute to the solution of the goals and objectives of the Association locally and to raise the prestige of the organization in the area of their responsibility.

(1)        Regional units (RU) of the Association shall be created in areas determined by the Board:

(2) In one region under par. 1 there may be only one regional unit.

(3) The process of creating a regional unit starts with the submission of a motivated request to the Board of the Association, which shall consider and adopt it at its meeting, defining the way for further action;

(4)  For an established regional unit is considered that one, at whose meeting have been present at least 50% plus one of the current members of the Association from the region and at least 2 / two / representatives of the Board;

(5)  Regional units are built with or without a separate physical office and an operational staff, depending on the financial capacity, willingness and readiness of the members of the respective region;

(6)  The regional unit shall elect its Regional Council for a term of two years, consisting of an odd number of members. One of them shall be The Chairman of the RU. He shall be as well a rightful member of the Board of the Association and shall attend meetings of the Board of the Association;

(7)  The Chairman of the respective RU shall manage the property of the Association in the unit, according to the decisions of the General Assembly of the GDP and the Board and shall represent and defend the interests of the Association before the local authorities of the state and before the municipal authorities, legal entities and individuals.

(8)  The regional units shall utilize and manage movable and immovable property of the Association in the respective unit in accordance with the decisions of the General Assembly and the Board.

 

(10)   The operational secretaries of each regional unit are operationally subordinate to the Chief Secretary of the Association and contribute for the realization of all the goals and objectives of the Association and in accordance with the accepted and signed by them “Job Description”. They also work with the regional unit and its Chairman in carrying out the goals and objectives for the region of responsibility. The regional operational secretaries are required to attend the meetings of the Board of the Association;

(11)     The activities of the regional units shall be ensured financially by decisions of the Board of the Association. Any RU can form a separate budget of legal revenues, directly related to the business of the RU. In the presence of a sufficient membership basis and financial resources the Board of the Association may decide to deduct a percentage of the membership fees of the units according to the received contributions from the members of the unit;

(12) The regional units carry out their activities on the principles of organizational autonomy in accordance with this Article of Association and the unified budget of the Association.

Art. 29. The Association forms its own professional sections that will be called “Professional section -” the name of the section “” (PS). They are obliged to contribute to the solution of the goals and objectives of the Association and to raise the prestige of the organization.

(1)  The process of creating professional section starts with the submission of a motivated request to the Board of the Association, which shall consider and adopt it at its meeting, defining the way for further action;

(2)  For an established professional section is considered one, on whose founding meeting have been present at least 50% plus one of the current members of the Association with the respective professional orientation and at least 2 / two / representatives of the Board;

(3)  The professional sections can enjoy all the offices and the assistance of the operational staff, depending on the willingness of the members of the relevant section;

CHAPTER 6. PROPERTY OF THE ASSOCIATION

Art. 30. (1) The membership fee shall be paid to the account of the Association.

(2)    The Board of the Regional Unit may take a decision to collect additional funds, which shall be imported into the accounts of the Association in the respective unit and remain fully available to the RU.

Art. 31. (1) Property of the Association shall be collected from:

  1. Membership fees at rates set by the General Assembly;
  2. Gifts, bequests and other sources of lawful character;
  3. Revenue from the use of the property of the Association;

(2) The Board monitors the received revenues and determines how they can be put into use or be spent.

Art. 32. (1) Property of the Association is spent on:

  1. Ongoing maintenance of the Association;
  2. Implementation of activities for the fulfillment of the goals and objectives of art. 4;
  3. Payment of the salaries of the staff of the Association.

(2)   Decisions regarding the spending of the Association shall be taken by the Board, and in urgent cases – by the Chairman. In this case, the last shall immediately notify the Board.

(3) Based on the approved annual report, the General Assembly releases from liability for expenses incurred by the Board.

CHAPTER 7. ANNUAL REPORT

Art. 33. The annual financial report of the Association for the income and expenses, which incurred during the preceding year, shall be prepared at the end of each calendar year by the Chief Secretary, based on the annual accounts of the regional units and the annual report to the central office, it is accepted by the Board and shall be submitted for discussion in the General Assembly.

CHAPTER 8. TERMINATION OF THE ASSOCIATION

Art. 34. Association shall be terminated:

  1. By a decision of the General Assembly;
  2. Under the conditions set out in the Law for non-profit organizations.

Art.35. The property of the Association, after its dissolution and the satisfaction of creditors shall be distributed among its members equally.

Art. 36. Applicable law under this Article of Association is the law of the Republic of Bulgaria.

Art. 37. For the unsettled matters in the present Article of Association shall apply the Law for non-profit purposes, the Civil Procedure Code and the Civil legislation of the Republic of Bulgaria.

This statute was passed and signed unanimously by all members present at the General Meeting of NPA „Bulgarian investment-building Association” held on 05.09.2014 in the town of Nessebar, stating that they have placed their signatures hereby.

The founders:

1. „ДИН СТРОЙ” ЕООД:                                                                                                 9. „ББК”  ООД:

________________________________________________                     _______________________________________________

2. ”ДЖИ-ЕМ-8” ООД:                                                                                                     10. “Е-КУИТИ” ЕООД:

________________________________________________                     _______________________________________________

3. „КАСКАДАС 10” ООД:                                                                                              11. „М-ГРУП”  ООД:

________________________________________________                     _______________________________________________

4. „ПЕТКОВ ПРОПЪРТИС ГРУП АЛФА” ЕООД:                                     12. „ТИ СТРОЙ ГРУП” ООД:

________________________________________________                     _______________________________________________

5. “МАВРОВИ И СИЕ-БЕТОН”  ООД:                                                                13. “ПРАЙМ ДИВЕЛОПМЪНТС КО” ЕАД:

________________________________________________                     _______________________________________________

6. „ПРОГРЕС ДЕВЕЛОПМЕНТ”  ЕООД:                                                          14. “ХОУМ ФОР Ю” ЕООД:

________________________________________________                     _______________________________________________

7. „НИКИ-НА”  ЕООД:                                                                                                 15. “БОН МАРШЕ” ЕООД:

________________________________________________                     _______________________________________________

8. „ЕЛТ-КОМ”  ЕООД:                                                                                                 16. Boryana Georgieva Dimitrova:

___________________________________________         _______________________________________