I. GENERAL PROVISIONS

Statute
Art. 1. (1) (Amended GM – 02.10.2019) Non-profit association “AIBEST” (hereinafter referred to as the Association) is established as an organization acting for private benefit pursuant to the provisions of the Non-profit Legal Persons Act (NPLPA) and this Statute.

(2) The Association is a legal person separate from its members, who are not liable for the Association’s obligations.

Name
Art. 2. (1) (Amended GM – 02.10.2019) The name of the non-profit association is “AIBEST”.

(2) (Amended GM – 02.10.2019) The name of the non-profit association may also be written in Bulgarian as follows: АИБЕСТ.

(3) Where the Association establishes branches, the designation “branch” and the settlement where the branch has its domicile shall be added to the name.

Domicile and registered address
Art. 3. (1) The domicile of the Association is the city of Sofia.

(2) (Amended GM – 24.02.2016) The registered address of the Association is: 57 Tsar Simeon St., Sofia 1000, Republic of Bulgaria.

Term
Art. 4. The existence of the Association is not limited by a term or dissolution conditions.

Type and scope of activities
Art. 5. (1) The Association acts in private benefit pursuant to the provisions of the NPLPA.

(2) The scope of activity of the Association includes consultancy, provision of information services, training, publishing, as well as any other activity not prohibited by law that is necessary to achieve the objectives under Art. 6.

(3) The Association may carry out business activities related to its main activity and necessary for achieving the objectives under Art. 6, and shall use the revenues from such activities to achieve these objectives.

Mission, objectives and means for their achievement (Amended GM – 08.09.2020)
Art. 6. (1) (New GM – 08.09.2020) Mission of the Association:
To improve the business environment and build a knowledge-based economy by being a driver for innovation, technology and professional ethics.

(2) (Amended GM – 08.09.2020) Objectives of the Association:
a) to develop and position Bulgaria and Southeast Europe as a leader in knowledge-based products, services and solutions, and as a globally recognised destination for highly educated talent;

b) to undertake and implement initiatives to promote Bulgaria and the Southeast Europe region and to attract national and international investments;

b) to support the efforts of the countries in Southeast Europe to build the region as a hub for the development of high value-added technology and business services;

c) to improve the business climate towards transparency and clear rules for work in the industry;

d) to impose best practices, services and innovations in the development and management of the high-tech and business services industry in Bulgaria and Southeast Europe;

e) to work for the development and consolidation of civil society, science, engineering and technology and, in particular, to encourage the free exchange of ideas, scientific knowledge, information and intellectual values, and to create a public atmosphere supporting entrepreneurship in the spirit of national values and traditions;

f) to propose solutions to governments, regulatory authorities and the institutions of the European Union on matters of collective interest to the members of the Association, as well as other companies in the industry, and to work on programmes for amending the legislation of the Republic of Bulgaria related to regional development and its harmonisation with European and global standards;

g) to mediate in the dialogue between companies and the administration and to promote partnership between the public and private sector;

h) (Amended GM – 08.09.2020) to provide information to members on the development of the high-tech and business services market, including, but not limited to, news, analyses, market research, standards, etc.;

i) to develop and implement projects for the optimal use of local resources;

j) to accumulate and transmit knowledge about the industry and its processes and to support the development of members and companies in the industry;

k) to support social integration and personal fulfilment and, in particular, to create and implement programmes for training, upskilling and expanding the knowledge of personnel for the industry;

l) to support and cooperate with educational institutions in Bulgaria and the region in the training of highly qualified specialists in the processes and management of the industry.

Art. 7. (Amended GM – 08.09.2020) The Association achieves the objectives under Art. 6 of this Statute through the following non-exhaustively listed means:

a) (Amended GM – 08.09.2020) organising seminars, discussions, conferences and events in order to establish Bulgaria and the region as a centre for the development of high value-added technology and business services;

b) commissioning, financing and carrying out expert studies and analyses, scientific developments and publications related to the activities and objectives of the Association;

c) preparing, publishing and distributing information materials, as well as issuing directories, newsletters, brochures, leaflets, flyers, research results, yearbooks and other printed publications and materials;

d) cooperating with public, state, governmental and private institutions, scientific and academic centres and the media;

e) developing and implementing programmes for organisational, methodological and scientific support of activities and monitoring their implementation;

f) developing business programmes and projects, providing business consultancy, information support, methodological assistance for entrepreneurs and preparing economic analyses;

g) organising and holding national and international meetings, trainings, seminars, symposia, conferences, qualification and requalification courses;

h) assisting members in organising and participating in international events;

i) representing and defending the interests of members before third parties and state authorities;

j) administering funding programmes for small and medium-sized enterprises and the development of the industry in all its forms;

k) developing initiatives to optimise legislation and local self-government and to promote partnership between the public and private sector;

l) (Amended GM – 08.09.2020) providing opinions, recommendations and templates of documents in connection with pending or already adopted legislative changes related to the industry;

m) (Amended GM – 08.09.2020) creating a network for cooperation with various organisations with a similar scope of activity in the country and the Southeast Europe region;

n) exchanging information, jointly planning actions and initiatives with other associations and organisations and other joint actions that do not contradict the objectives of the Association.

II. MEMBERSHIP
Membership conditions
Art. 8. (1) (Amended GM – 03.12.2014; Amended GM – 14.03.2017; Amended GM – 13.02.2024) Membership in the Association is voluntary. The members of the Association are of the following types:

a) full members;
b) strategic partners;
c) partners;
d) professional members;
e) (New GM – 13.02.2024) associate members.

(2) (Amended GM – 14.03.2017) A full member of the Association may be any legal entity that:

1. (Amended GM – 08.09.2020) provides business services based on a high-technology platform, knowledge and skills in the areas of information technology, finance, human resources, law, etc.;

2. has not fewer than 20 employees or turnover of not less than BGN 1,000,000 pursuant to the last adopted annual financial statement;

3. has submitted two recommendations from full members of the Association;

4. (Amended GM – 08.09.2020) shares the objectives of the Association and undertakes to contribute to achieving them;

5. (New GM – 08.09.2020) regularly pays the membership fee;

6. (Amended GM – 08.09.2020 – previous item 5) accepts this Statute and the Code of Ethics of the Association.

(3) (New GM – 03.12.2014; Amended GM – 14.03.2017; Amended GM – 13.02.2024) A strategic partner may be any legal entity that:

1. provides services to the persons described in para. 2, such as consultancy services, specialised trainings, etc.;

2. (New GM – 08.09.2020; Repealed GM – 13.02.2024)

3. (Amended GM – 08.09.2020 – previous item 2; Amended GM – 13.02.2024) has received an invitation from the Chairperson of the Managing Board of the Association or from the Executive Director for strategic partnership;

4. (Amended GM – 08.09.2020 – previous item 3) has submitted a motivation letter for membership describing how it will contribute to the development of the industry and on which topics it undertakes to work with the Association;

5. (Amended GM – 08.09.2020 – previous item 4) has submitted two recommendations from full members of the Association;

6. (Amended GM – 08.09.2020 – previous item 5) shares the objectives of the Association and undertakes to contribute to achieving them;

7. (Amended GM – 08.09.2020 – previous item 6) regularly pays the membership fee;

8. (Amended GM – 08.09.2020 – previous item 7) accepts this Statute and the Code of Ethics of the Association.

(4) (Previous para. 3; Amended GM – 03.12.2014; Amended GM – 14.03.2017; Amended GM – 13.02.2024) A partner member of the Association may be:

1. (Repealed GM – 08.09.2020);

2. (Repealed GM – 08.09.2020);

3. (Amended GM – 13.02.2024) a non-profit legal entity, educational institution, a body of the state or local authorities, representatives of the academic community and other similar organisations;

4. has received an invitation from the Chairperson of the Managing Board of the Association or from the Executive Director for associate membership;

5. (Repealed GM – 13.02.2024);

6. (Amended GM – 08.09.2020) shares the objectives of the Association and undertakes to contribute to achieving them;

7. (Repealed GM – 08.09.2020);

8. (Amended GM – 08.09.2020) accepts this Statute and the Code of Ethics of the Association.

(5) (New GM – 14.03.2017) A professional member may be:
1. (Amended GM – 08.09.2020) an individual with long-standing managerial experience and proven merits for the development of the industry in the country and the region;

2. has received an invitation from the Chairperson of the Managing Board of the Association or from the Executive Director for professional membership;

3. has submitted a motivation letter for membership describing how they will contribute to the work of the Association and to the development of the industry;

4. (Repealed GM – 08.09.2020);

5. (Repealed GM – 08.09.2020);

6. (Repealed GM – 13.02.2024);

7. (Amended GM – 08.09.2020) accepts this Statute and the Code of Ethics of the Association.

(6) (Previous para. 3; Amended GM – 03.12.2014; Amended GM – 14.03.2017; Amended GM – 13.02.2024) An associate member of the Association may be any legal entity that:

1. provides business services based on a high-technology platform, knowledge and skills in the areas of information technology, finance, human resources, law, etc.;

2. has fewer than 20 employees and turnover of less than BGN 1,000,000 pursuant to the last adopted annual financial statement;

3. has submitted two recommendations from full members of the Association;

4. shares the objectives of the Association and undertakes to contribute to achieving them;

5. regularly pays the membership fee;

6. accepts this Statute and the Code of Ethics of the Association.

(7) (New GM – 13.02.2024) Membership of legal entities in the Association shall be converted from “Full” to “Associated” and vice versa under the procedure of Art. 9 of this Statute, following a unilateral written notice to the Managing Board, where the factual parameters regarding the requirements for the respective type of membership have changed and the entity falls into the other category.

(8) (Amended GM – 03.12.2014 – previous para. 4; Amended GM – 14.03.2017 – previous para. 5; Amended GM – 08.09.2020; Amended GM – 13.02.2024 – previous para. 6) Meetings of the bodies of the Association may be attended, without being its members and upon invitation by the Chairperson of the Managing Board, by persons with proven scientific and/or professional achievements as part of the industry, as well as specialists in other fields when necessary. The invited persons may give opinions and statements and present prepared surveys and market analyses, etc.

Procedure for acquiring membership (Amended GM – 14.03.2017)
Art. 9. (1) (Amended GM – 14.03.2017) Members of the Association shall be admitted by the Managing Board.

(2) (New GM – 14.03.2017; Amended GM – 08.09.2020) Candidates submit a membership form to the Managing Board indicating the type of membership applied for, a statement accepting the Statute and the Code of Ethics of the Association, and evidence of compliance with the requirements for the respective type of membership.

(3) (New GM – 14.03.2017) The Managing Board shall review the submitted membership form at its first meeting after its receipt, but no later than one month, and shall decide to admit a member or to reject the application with reasons.

(4) (Previous para. 2; Amended GM – 14.03.2017) If incompleteness of the documents certifying the membership requirements is established, the person shall be notified and granted an additional period of 14 days to complete them.

(5) (Previous para. 3; Amended GM – 14.03.2017) Membership rights and obligations, except for the property ones, are non-transferable and shall not pass to other persons upon death or, respectively, termination.

Rights of members (Amended GM – 08.09.2020)
Art. 10. (1) Full members have the right to:

a) participate in the activities of the Association and in the work of the General Meeting;

b) vote in the General Meeting of the Association;

c) participate in the management of the Association by being elected as members of the Managing Board;

d) exercise control over the work of the bodies of the Association;

e) receive complete and timely information about the activities of the Association and benefit from its results.

(2) (Amended GM – 03.12.2014; Amended GM – 13.02.2024) Partners have the rights under para. 1, items a) and e).

(3) (New GM – 08.09.2020; Amended GM – 13.02.2024) Associate members, professional members and strategic partners have the rights under para. 1, items a), c) and e).

Obligations of members (New GM – 08.09.2020)
Art. 11. (1) Members have the following obligations:

a) (Amended GM – 08.09.2020) to actively participate in the activities of the Association and work towards achieving its objectives;

b) to pay in due time the annual membership fees and additional contributions voted by the General Meeting;

c) (Amended GM – 08.09.2020) to comply with the Statute, the Code of Ethics and the other internal rules of the Association;

d) to maintain confidentiality regarding facts and circumstances that have become known to them in connection with the activities of the Association or any of its members, regardless of whether such information is qualified by the respective member as a trade secret.

(2) (New GM – 13.02.2024) Partners under Art. 8, para. 1, letter “c” are not obliged to pay a membership fee.

Termination of membership
Art. 12. (1) Membership in the Association shall be terminated by decision of the Managing Board:

a) upon a written application by the respective member;

b) (Amended GM – 14.03.2017) upon death or placement under judicial disability, respectively upon a decision for termination or an effective decision declaring bankruptcy of a member legal entity;

c) (Amended GM – 08.09.2020) upon expulsion for non-compliance with the Statute and/or the Code of Ethics of the Association;

d) upon removal due to systematic non-participation in the activities of the Association, non-payment of the annual membership fee or of an additional property contribution.

(2) (Amended GM – 14.03.2017) Membership shall also be terminated upon termination of the Association.

(3) (Amended GM – 14.03.2017) A member shall be expelled by a reasoned decision of the Managing Board where one of the following grounds exists:

a) (Amended GM – 08.09.2020) performing actions contrary to the Code of Ethics and the objectives of the Association;

b) (Amended GM – 14.03.2017; Amended GM – 08.09.2020) systematic (more than three times) non-compliance with the Statute and/or the Code of Ethics and other internal rules for carrying out the activities of the Association;

c) (New GM – 08.09.2020) performing actions that damage the prestige of the Association;

d) (Amended GM – 08.09.2020 – previous letter “c”) disseminating the information under Art. 11, letter “d”;

e) (Amended GM – 08.09.2020 – previous letter “d”) subsequent non-compliance with the membership requirements.

(f) Depending on the severity of the breach, the Managing Board may issue a warning to the respective member and hear their position before taking a decision to expel. The decision for expulsion may be appealed before the General Meeting within the period under Art. 25, para. 5 of the NPLPA.

(4) (New GM – 14.03.2017) Removal due to non-participation shall be established by the Managing Board on the basis of documents and shall take effect as from the adoption of the decision terminating the membership.

(5) (Previous para. 4; Amended GM – 14.03.2017) Non-payment of the annual membership fee shall be established by an accounting statement which is prepared and submitted to the Managing Board no later than 31 March of the year following the year to which the membership fee relates. Non-payment of additional property contributions shall be established by an accounting statement which is prepared and submitted to the Managing Board no later than two months after the expiry of the deadline within which the contribution should have been made pursuant to a decision of a body of the Association.

(6) (Previous para. 5; Amended GM – 14.03.2017) Systematic non-participation in the activities of the Association shall mean three consecutive absences from meetings of the General Meeting and/or of the Managing Board (where the respective person is a member of the Managing Board), as well as three consecutive refusals to participate in other events organised by the Association, without valid reasons.

(7) (Previous para. 6; Amended GM – 14.03.2017) In all cases of termination of membership, the Association shall not refund to the respective member the membership fee paid by it, including for the year of termination, as well as any other targeted contributions and donations made in favour of the Association.

III. BODIES OF THE ASSOCIATION
Art. 13. (1) The supreme collective body of the Association is the General Meeting.

(2) The managing body of the Association is the Managing Board.

(3) The member legal entities of the Association shall be represented in its bodies by their legal representatives or by persons expressly authorised by them. Proxies may only be natural persons.

General Meeting
Art. 14. (1) (Amended GM – 08.09.2020; Amended GM – 13.02.2024) The General Meeting comprises all members of the Association. Associate members, professional members, strategic partners and general partners participate in the work of the General Meeting without voting rights.

(2) Members of the Association may authorise a third party to represent them at the General Meeting by an explicit written power of attorney.

(3) One person may represent no more than three members of the General Meeting on the basis of a written power of attorney.

(4) Sub-delegation in connection with representation of a member of the General Meeting of the Association is not permitted.

Powers of the General Meeting
Art. 15. The General Meeting:

1. amends and supplements the Statute of the Association;

2. (Amended GM – 13.02.2024) elects and removes the members of the Managing Board, except for the Executive Director;

3. decides on opening and closing branches;

4. (Repealed GM – 15.04.2021);

5. decides on transformation or termination of the Association;

6. adopts the budget of the Association;

7. (Amended GM – 08.09.2020) decides on the due and amount of the membership fee or property contributions for all types of membership;

8. decides on disposal of Association assets with a value exceeding BGN 100,000 (one hundred thousand);

9. adopts the report on the activities of the Managing Board;

10. repeals decisions of the other bodies of the Association that contravene the law, the Statute or other internal acts regulating the activities of the Association;

11. may take other decisions provided for in the Statute, including those within the competence of the Managing Board.

Convening the General Meeting
Art. 16. (1) (Amended GM – 14.03.2017) The General Meeting shall be convened at least once per year – an Annual General Meeting.

(2) A General Meeting may be convened whenever it is necessary to take decisions within its competence – an Extraordinary General Meeting.

Art. 17. (1) The General Meeting shall be convened by the Managing Board on its own initiative or upon request of one third of the full members of the Association. If in the latter case the Managing Board does not send a written invitation to convene the General Meeting within two weeks, it shall be convened by the court at the domicile of the Association upon a written request of the interested members or a person authorised by them.

(2) (Amended GM – 14.03.2017; Amended GM – 10.05.2018; Amended GM – 08.09.2020) The General Meeting shall be convened by a written invitation published on the website of the Association and in the Register of Non-profit Legal Entities maintained by the Registry Agency to the Ministry of Justice no later than 15 days before the scheduled date of the General Meeting.

(3) (Amended GM – 14.03.2017; Amended GM – 08.09.2020) Materials for the General Meeting shall be made available to members no later than the date of publication of the invitation. Each member may receive upon request a free copy of the materials on paper or electronic media.

(4) (Repealed GM – 14.03.2017).

Quorum
Art. 18. (1) The General Meeting is lawful if more than half of the full members are present.

(2) (New GM – 08.09.2020) A member shall also be considered present if there is a two-way video or audio connection ensuring the establishment of their identity and allowing participation in the discussion and decision-making. The presence and voting of such member shall be certified in the minutes and attendance list by the chairperson and secretary of the General Meeting.

(3) (Previous para. 2; Amended GM – 08.09.2020) In the absence of quorum, the meeting shall be postponed by one hour later at the same place and with the same agenda and may be held regardless of the number of full members who appear.

(4) (Previous para. 3; Amended GM – 08.09.2020) The quorum shall be established by a list of the attending full members drawn up and signed by the chairperson and secretary of the General Meeting.

Voting
Art. 19. (1) Each full member of the General Meeting has the right to one vote.

(2) A full member of the General Meeting has no voting right when deciding on matters relating to:
1. them, their spouse, or relatives in a direct line – without limits, collateral relatives – to the fourth branch, or in-laws – to the second branch, inclusive;
2. legal entities in which they are a manager or can impose or prevent the taking of decisions.

Adoption of decisions
Art. 20. (1) Decisions of the General Meeting shall be adopted by a majority of the attending full members, except for the cases under para. 2.

(2) Decisions under Art. 15, items 1 and 5 shall be adopted by a two-thirds majority of the attending full members.

(3) No decisions may be taken on matters not included in the agenda announced in the invitation.

Managing Board
Art. 21. (1) (Amended GM – 17.12.2019; Amended GM – 13.02.2024) The Managing Board shall consist of up to 9 (nine) natural persons. The Executive Director is a member of the Managing Board ex officio and participates with voting rights when decisions are taken.

(2) (New GM – 13.02.2024) Associate members and professional members have the right to participate jointly with 1 (one) representative on the Managing Board. Strategic partners have the right to participate with 1 (one) representative on the Managing Board. The indicated quotas are not guaranteed if the candidate of the respective category does not obtain the required majority pursuant to this Statute.

(3) (Amended GM – 14.03.2017; Amended GM – 17.12.2019; Amended GM – 13.02.2024 – previous para. 2) A member of the Managing Board may be a natural person – legal representative of a legal entity that is a full member, associate member or strategic partners of the Association, as well as another natural person, different from the legal representative, designated by a legal entity that is a full member, associate member or strategic partner of the Association, who is its employee.

(4) (Amended GM – 08.09.2020; Amended GM – 13.02.2024 – previous para. 3) No more than one legal representative of the same legal entity (full member, associate member or strategic partner) may participate on the Managing Board. A legal representative of such legal entity and another natural person, different from the legal representative, designated by the same legal entity may not simultaneously participate on the Managing Board.

(5) (Amended GM – 08.09.2020; Amended GM – 13.02.2024 – previous para. 4) If during the term of office of a member of the Managing Board the respective person loses the capacity of legal representative/employee of the legal entity that is a full member, associate member or strategic partner of the Association, the Managing Board shall act in a reduced composition until a new member is elected. Upon occurrence of such circumstance, the Managing Board is obliged to convene a General Meeting of the Association to take a decision pursuant to Art. 15, item 2 of the Statute as soon as possible.

(6) (Amended GM – 14.03.2017; Amended GM – 13.02.2024 – previous para. 5) The term of the Managing Board is 2 (two) years. After the expiry of two full consecutive terms, a member of the Managing Board may be re-elected for a third and subsequent consecutive term by a two-thirds majority of the votes at the General Meeting.

(7) (New GM – 03.12.2014; Amended GM – 13.02.2024 – previous para. 6) If the Executive Director is released from office, the Managing Board shall continue to act in a reduced composition until a new Executive Director is elected.

Consideration
Art. 22. Members of the Managing Board shall not receive consideration at the expense of the Association for their activities as members of the Board.

Powers of the Managing Board
Art. 23. The Managing Board:

1. manages the activities of the Association in execution of its decisions and the decisions of the General Meeting;

2. designates one or more persons from among its members to represent the Association, determining the scope of the representative authority and the manner of representation;

3. (New GM – 10.05.2018) sends to each member of the Association information on the convening of a General Meeting 15 days prior to the date of the meeting by email to the address provided by the member as an email address for correspondence;

4. ensures the implementation of the decisions of the General Meeting;

5. adopts Internal Rules for control and prevention of money laundering and terrorist financing, as well as other internal acts of the Association;

6. adopts the main guidelines and programme for the activities of the Association;

7. disposes of the assets of the Association in compliance with the requirements of the Statute;

8. prepares and submits to the General Meeting a draft budget;

9. prepares and submits to the General Meeting a report on the activities of the Association;

10. (Amended GM – 03.12.2014; Amended GM – 08.09.2020) proposes to the General Meeting a draft decision on the amount of the membership fee or property contributions for the different types of membership;

11. (Amended GM – 14.03.2017) decides on deferral and rescheduling of contributions if important reasons so require;

12. (Amended GM – 03.12.2014) elects and dismisses the Executive Director, determines their consideration, and determines the consideration of the employees of the Association;

13. determines the procedure and organises the carrying out of the activities of the Association and is responsible for this;

14. formulates tasks and establishes working groups or committees of representatives of members to solve specific problems and carry out specific work, provides the necessary resources and controls their expenditure;

15. (New GM – 08.09.2020) works actively to attract new members and to implement the objectives of the Association;

16. (New GM – 08.09.2020) makes proposals for sending invitations for membership to potential members of the Association;

17. (Amended GM – 08.09.2020 – previous item 15) determines the address of the Association;

18. (Amended GM – 08.09.2020 – previous item 16) carries out the liquidation of the Association;

19. (New GM – 15.04.2021) decides on participation in other non-profit organizations whose mission and objectives do not contradict the mission and objectives of the Association;

20. (Amended GM – 08.09.2020 – previous item 17; Amended GM – 15.04.2021 – previous item 19) decides on all matters which by law or under the Statute are not within the competence of another body.

Chairperson of the Managing Board
Art. 24. (1) (Amended GM – 13.02.2024) The Chairperson of the Managing Board is elected by the Managing Board from among its members. The Executive Director has no right to stand as candidate or to be elected as Chairperson of the Managing Board.

(2) (New GM – 14.03.2017) The term of the Chairperson of the Managing Board is 2 (two) years. The Chairperson has the right to two consecutive terms. The same person may be elected again as Chairperson after the expiry of at least one term of another person as Chairperson.

(3) (Previous para. 2; Amended GM – 14.03.2017) The term of the Chairperson of the Managing Board shall be terminated upon their removal as a member of the Managing Board. The term of the Chairperson may also be terminated earlier on the initiative of the Managing Board or on the basis of a written resignation by the Chairperson, in both cases by an explicit decision of the Managing Board.

(4) (Previous para. 3; Amended GM – 14.03.2017) The Chairperson of the Managing Board:
a) convenes, prepares and chairs meetings of the Managing Board;
b) represents the Association before third parties in accordance with Art. 29 of the Statute;
c) chairs the General Meeting of the Association;
d) performs current operational management of the activities of the Association;
e) disposes of Association funds in order to ensure its current activities, up to BGN 20,000 (twenty thousand) for each individual payment. Where it is necessary to make a payment exceeding the above amount, including where the respective payment constitutes a partial payment of an obligation exceeding the above amount, the Chairperson of the Managing Board shall make the payment after a decision of the Managing Board or, respectively, the General Meeting, in accordance with this Statute;
f) (Amended GM – 03.12.2014) makes proposals for sending invitations for membership to potential members of the Association;
g) controls the keeping of the minutes books;
h) signs and certifies the constituent documents and internal rules of the Association, including its Statute, as adopted/amended by the General Meeting or the Managing Board;
i) concludes employment/civil contracts with employees of the Association after a decision pursuant to Art. 23, item 11 and exercises all rights and performs all obligations of the Association as employer in its relations with employees;
j) performs other functions assigned to them by this Statute, by decision of the Managing Board or the General Meeting.

(5) (Previous para. 3; Amended GM – 14.03.2017) The Chairperson of the Managing Board shall not receive consideration for their work as Chairperson.

Convening the Managing Board
Art. 25. (1) (Amended GM – 03.12.2014) Meetings of the Managing Board shall be convened and chaired by the Chairperson of the Managing Board. The Managing Board may also be convened upon a reasoned written request of the Executive Director.

(2) The Managing Board may also be convened upon a reasoned written request of a full member of the Association when important reasons so require.

(3) The Chairperson is obliged to convene a meeting of the Managing Board upon a written request of one third of its members. If the Chairperson does not convene a meeting within one week, it may be convened by any of the interested members of the Managing Board.

(4) In the absence of the Chairperson, the meeting shall be chaired by a member designated by the Managing Board.

Quorum and representation
Art. 26. (1) The Managing Board may take decisions if more than half of its members are present or represented at the meeting.

(2) A member shall also be considered present if there is a two-way telephone or other connection ensuring the establishment of their identity and allowing participation in the discussion and decision-making. The vote of such member shall be certified in the minutes by the chair of the meeting.

(3) One present member may not represent more than one absent member.

(4) Authorisation for representation of a member at a meeting of the Managing Board shall be made in writing.

Decisions
Art. 27. (1) Decisions shall be taken by a majority of those present, and decisions under Art. 23, items 6 and 12 and Art. 36, para. 2 – by a majority of all members.

(2) (New GM – 13.02.2024) The Executive Director has no right to participate in voting under Art. 23, item 12 (in the part concerning the election of the Executive Director and determination of their consideration). In this case, their presence and vote shall not be taken into account when determining the quorum and majority.

(3) (Previous para. 2; Amended GM – 13.02.2024) The Managing Board may also take decisions in absentia if the minutes of the decisions taken are signed without remarks or objections by all members of the Managing Board.

Executive Director (New GM – 03.12.2014)
Art. 28. (1) (New GM – 03.12.2014; Amended GM – 13.02.2024) The Executive Director shall be elected by the Managing Board and is its member ex officio, participating with voting rights in the work of the Managing Board. The relations between the Executive Director and the Association shall be regulated by the relevant type of contract, which on behalf of the Association shall be signed by the Chairperson of the Managing Board.

(2) (New GM – 03.12.2014) The mandate of the Executive Director may be withdrawn at any time on the initiative of the Managing Board or on the basis of a written resignation by the Executive Director, as well as in other cases provided for in the contract concluded between the Executive Director and the Association, by an explicit decision of the Managing Board.

(3) (New GM – 03.12.2014) The Executive Director:

a) (New GM – 08.09.2020) complies with the Statute and the Code of Ethics of the Association, monitors their compliance by members and timely notifies the Managing Board in case of doubts or findings of breaches;

b) (Amended GM – 08.09.2020 – previous letter “a”) convenes meetings of the Managing Board in accordance with Art. 25, para. 1;

c) (Amended GM – 08.09.2020 – previous letter “b”) represents the Association before third parties in accordance with Art. 29;

d) (Amended GM – 08.09.2020 – previous letter “c”) performs current operational management of the Association in accordance with the decisions of the Managing Board, the General Meeting and the Statute, and reports monthly to the Managing Board;

e) (Amended GM – 08.09.2020 – previous letter “d”) immediately informs the Managing Board of material circumstances concerning the activities of the Association;

f) (Amended GM – 08.09.2020 – previous letter “e”) ensures the implementation of the decisions of the Managing Board and the General Meeting;

g) (Amended GM – 08.09.2020 – previous letter “f”) disposes of Association funds in order to ensure its current activities, up to BGN 10,000 (ten thousand) for each individual payment. Where it is necessary to make a payment exceeding the above amount, including where the respective payment constitutes a partial payment of an obligation exceeding the above amount, the Executive Director shall make the payment after a decision of the Managing Board or, respectively, the General Meeting, in accordance with this Statute;

h) (Amended GM – 08.09.2020 – previous letter “g”) makes proposals for sending invitations to third parties for the purpose of admitting them as members;

i) (Amended GM – 08.09.2020 – previous letter “h”) concludes employment/civil contracts with employees of the Association after a decision pursuant to Art. 23, item 11 and exercises all rights and performs all obligations of the Association as employer in its relations with employees;

j) (Amended GM – 08.09.2020 – previous letter “i”) prepares draft activity report and budget and submits them to the Managing Board for consideration;

k) (Amended GM – 08.09.2020 – previous letter “j”) signs and certifies the constituent documents and internal rules of the Association, including its Statute, as adopted/amended by the General Meeting or the Managing Board;

l) (Amended GM – 08.09.2020 – previous letter “k”) keeps and stores minutes of meetings of the Managing Board and the General Meeting;

m) (Amended GM – 08.09.2020 – previous letter “l”) organises the sending of the invitation for convening the General Meeting to the members of the Association;

n) (Amended GM – 08.09.2020 – previous letter “m”) prepares and sends the correspondence of the Association, including keeps an incoming and outgoing register thereof;

o) (Amended GM – 08.09.2020 – previous letter “n”) performs other functions assigned to them by the Managing Board or the General Meeting.

Representation
Art. 29. (Amended GM – 03.12.2014) The Association shall be represented before third parties by the Chairperson of the Managing Board and the Executive Director, jointly and severally.

Art. 30. (Previous Art. 31; Amended GM – 03.12.2014) The activity of the Managing Board may be supported by standing or ad hoc committees specialised in a particular field.

IV. ASSETS

Art. 31. (1) (Previous Art. 32; Amended GM – 03.12.2014) Sources of funds of the Association are:

a) initial contributions of the founders of the Association;

b) annual contributions of members (annual membership fee);

c) targeted contributions;

d) donations and sponsorship agreements and/or programmes;

e) revenues from business activities under para. 2.


(2) The Association may carry out the following business activities related to its main scope:

a) organising courses, seminars, contests, forums and other similar events against payment;

b) providing consultancy services against payment and preparing analyses and studies;

c) preparing and distributing articles and other materials related to achieving the main objectives of the Association.


(3) The Association shall not distribute profit.

Art. 32. (Previous Art. 33; Amended GM – 03.12.2014) The amount of the annual membership fee, additional contributions, as well as the deadlines for their payment shall be determined by a decision of the General Meeting.

Art. 33. (Previous Art. 34; Amended GM – 03.12.2014) The Association shall keep accounts and prepare annual closing documents in accordance with the applicable legislation.


V. TERMINATION
Art. 34. (Previous Art. 35; Amended GM – 03.12.2014) The Association shall be terminated:

a) by decision of the General Meeting;

b) by decision of the District Court in the cases provided by law.

Art. 35. (1) (Previous Art. 36; Amended GM – 03.12.2014) Upon termination of the Association, liquidation shall be carried out.

(2) The liquidation shall be carried out by the Managing Board pursuant to the Commercial Code and in compliance with the requirements of the NPLPA.

(3) The remaining assets of the Association after satisfaction of creditors shall be distributed equally among the members.

VI. GENERAL PROVISIONS

Art. 36. (Previous Art. 37; Amended GM – 03.12.2014) For all matters not regulated in the Statute, the provisions of the normative acts governing the respective subject matter shall apply.

Art. 37. (Previous Art. 38; Amended GM – 03.12.2014) In the event of subsequent inconsistency between the Statute and a normative act, the latter shall apply without the need for immediate amendment of the Statute, unless expressly provided otherwise. The invalidity of individual clauses of the Statute shall not result in invalidity of the Statute as a whole.

This current consolidated version of this Statute was adopted at a General Meeting of the Association held on 13.02.2024, in witness whereof the Chairperson of the Association has affixed their signature.