STATUS
Art. 1. Bulgarian Association of Grain and Feed Traders, hereinafter referred to as "the Association", shall be a non-profit legal entity constituted in the Republic of Bulgaria under the Non-Profit Legal Entities Act.
Art. 2. The Association is a legal entity, having its seat in the Republic of Bulgaria at the city of Sofia. The registered address is determined by the Management Board.
Art. 3. The Association shall operate for private benefit and in compliance with the Constitution and the laws of the Republic of Bulgaria, and this Statute.
TERM
Art. 4. The existence and operation of the Association shall not be limited in time or any other condition.
PRINCIPLES
Art. 5. The Association shall be incorporated and operate in accordance with the principles of democracy, free will, equality and independence, as well as in compliance with domestic and international legislation and established commercial practices.
Art. 6. To achieve its goals the Association may associate with other foreign and domestic organizations.
Art. 7. The Association shall have the following goals:
To represent and stand for the legitimate interests of its members before the State, state authorities, institutions, local and international professional organizations, and other non-governmental organisations.
To adopt the Ethical Code for grain and feed trade in the country and to ensure its compliance.
To participate actively with government authorities in drafting legislation in Bulgaria concerning the activities of the Association’s members.
Art. 8. Subject of the Association’s activities shall be all legally acceptable actions aiming to support its members in accomplishing their activity and protecting their legal rights and interests.
Art. 9. For the purpose of implementing the subject of its activity and achieving its goals, the Association shall:
establish links, cooperation and mutual support among its members;
protect the rights and interests of its members before state institutions, public organizations and other legal entities and physical persons;
prepare reasoned and substantiated opinions on drafts of legal acts regulating the branch;
support the development of conditions for fair and transparent competition on the grain and feed market;
establish contacts and act as representative before foreign and international organizations;
perform additional economic activity, such as consulting and information services, publishing, organising conferences, courses, workshops, seminars and other forms of training.
Art. 10. A member of the Association may be any legal entity registered in accordance with the Commercial Act of the Republic of Bulgaria, commercial representations entered in the Register of the Bulgarian Chamber of Commerce and Industry, and foreign persons with permanent establishment in the country, which trade grain and feed, and which share the goals of the Association and agree with this Statute.
Art. 11. All founders are entitled members of the Association.
Art. 12.
(1) The procedure for admission of new members shall be initiated upon submission of:
Certificate for registration in the Trade Register;
Resolution of the competent governing body of the applicant for membership;
Two recommendations from members of the Association, at least one from a founder.
(2) The candidate declares that they accept and undertake to comply with the Statute, the principles and goals of the Association and the adopted Ethical Code.
(3) The Management Board shall take a decision by simple majority within one month.
(4) The Management Board shall notify the applicant within seven days, indicating the amount of the affiliation fee and annual membership fee, payable within one week. The first annual fee shall be calculated proportionally for the remaining months of the year.
(5) Acceptance becomes effective after payment of the due fees.
(6) A written refusal or lack of decision within the deadline may be appealed before the General Assembly within one month.
(7) The General Assembly shall decide on the appeal at its first session. The decision is final and not subject to judicial review.
Art. 13. Membership shall be terminated upon:
voluntary resignation;
dropping out;
expulsion;
opening of liquidation or bankruptcy proceedings.
Art. 14. Voluntary resignation requires a written application addressed to the Management Board.
Art. 15.
(1) When a member fails to pay due fees, their membership shall be terminated because of dropping out.
(2) Dropping out is established by the Management Board based on accounting documents.
Art. 16.
(1) A member may be expelled when:
committing systematic violations of the Statute, decisions of the General Assembly, or the Ethical Code;
carrying out activities incompatible with the goals of the Association;
acting against the interests of the Association.
(2) A proposal for expulsion, with reasons, may be submitted by the Management Board or any member.
(3) Expulsion is decided by the General Assembly with a ¾ majority.
(4) Resigned, dropped out or expelled members are not entitled to any share of the Association’s property upon liquidation.
Art. 17. Members have the right to:
vote for the governing bodies;
participate in the governing bodies through their elected representatives;
participate in the General Assembly;
exercise control over the management bodies;
raise issues and seek protection on principal matters;
propose amendments to the Statute;
receive copies of the Management Board minutes.
Art. 18. Members are obliged to:
comply with the Statute and decisions of the bodies of the Association;
pay the affiliation fee;
pay the annual membership fee;
not use their membership in contradiction with the Statute;
maintain the good name of the Association;
immediately notify the Association of changes in legal status or activity.
Art. 19. Bodies of the Association:
General Assembly;
Management Board.
Art. 20.
(1) The General Assembly is the supreme body and includes all members.
(2) Each member is represented by one legal representative or a proxy for a specific meeting.
(3) The General Assembly is held at least once per year, before the end of June.
Art. 21.
(1) It is convened by the Management Board or upon request of one-third of the members. If not convened, the court may convene it.
(2) Members are notified by written invitation (e-mail, fax or letter), specifying date, place, time, agenda, and initiator.
Art. 22.
(1) The meeting is legitimate if more than half of the members are represented.
(2) If no quorum, the meeting is postponed by one hour and becomes legitimate regardless of attendance.
(3) Each member has one vote, except when conflicts of interest apply.
(4) One person may represent only one other member.
Art. 23. The General Assembly shall:
amend and supplement the Statute;
adopt internal regulations;
decide on liquidation or transformation;
appoint/dismiss Management Board members and set their remuneration;
appoint an external controller;
approve strategic activities and structure;
set membership and affiliation fees;
approve the financial statement and budget;
approve the activity report;
approve the controller’s report;
hear appeals against Management Board decisions;
decide on membership in other legal entities;
establish special-purpose funds;
create specialized structures;
decide on all other matters not reserved for the Management Board;
repeal unlawful or improper decisions of other bodies.
Art. 24.
(1) Decisions are taken by open vote by simple majority; secret vote is allowed.
(2) Amendments to the Statute and decisions on termination require 2/3 majority.
(3) Matters outside the agenda may be discussed only with full representation and no objections.
(4) Minutes must be signed by the chairman and the recorder.
Art. 25.
(1) The Management Board is the operative body.
(2) It consists of a Chairman and two members, elected for a two-year mandate.
(3) Only persons legally representing member entities may be elected.
(4) If a member loses eligibility, an extraordinary General Assembly must be convened.
(5) Only one representative from a member entity may be elected.
Art. 26. The Management Board shall:
manage activities not reserved for the General Assembly;
organize and manage the functioning of the Association;
establish units and working groups;
appoint the Secretary General and set remuneration;
ensure implementation of General Assembly decisions;
manage the Association’s property;
prepare the activity report, financial statement and budget;
fulfil obligations under this Statute.
Art. 27.
(1) Meetings held at least once every six months; Secretary General attends with advisory vote.
(2) Chairman convenes meetings by written invitation.
(3) Chairman must convene a meeting upon request of one-third of members.
(4) Emergency meetings may be held via telephone or other communication.
Art. 28.
(1) A session is legitimate if at least half of the Board is present or represented; a member may represent only one other member.
(2) Minutes are kept and signed.
(3) Decisions may be taken in absentia if all members sign.
Art. 29.
(1) Each member has one vote.
(2) Voting is open unless a secret vote is decided.
(3) Decisions are taken by simple majority; liquidation and disposal of property require unanimity.
Art. 30.
(1) A new Board or member is appointed:
after expiry of mandate;
after resignation;
in cases under Art. 25(4).
(2) The old Board continues until the new one is registered.
Art. 31. The Chairman shall:
direct the work of the Management Board;
represent the Association;
convene and chair meetings;
delegate representation to the Secretary General or others;
conclude agreements upon Board decision.
Art. 32. When unable to act or absent from the country, the Chairman may delegate powers to another Board member for up to three months.
Art. 33.
(1) Performs operative management of the Association.
(2) Appointed and dismissed by the Management Board.
(3) Is a full-time employee.
Art. 34. Must be a person:
holding a university degree;
not convicted of felony.
Art. 35. The Secretary General shall:
manage the Association between Board sessions within his competence;
represent the Association in employment relations;
conclude civil contracts on behalf of the Association;
supervise documentation and report to the Management Board.
Art. 36. The Controller shall check the financial activity of the Association and report to the General Assembly.
Art. 37.
(1) Financial funds come from:
affiliation fees and annual membership fees;
other legitimate sources.
(2) Funds are kept in a bank selected by the Management Board.
(3) Funds are spent according to the annual budget and Management Board decisions.
Art. 38.
(1) Each member shall pay:
affiliation fee;
annual membership fee set by the General Assembly.
(2) The annual fee must be paid by March 30. Late payment incurs statutory interest.
Art. 39. The Association shall be terminated:
by decision of the General Assembly;
by court decision in cases provided by law.
Art. 40. Upon liquidation, remaining property shall be distributed equally among members after satisfying creditors.
§ 1. For the purpose of this Statute:
“grain” shall mean any plant included in the legal definition under Grain Storage and Trade Law.
“feed” shall mean any substance or product according to the legal definition under the Feed Law.
§ 2. The Association shall have a seal with inscription “Bulgarian Association of Grain and Feed Traders”.
§ 3. All matters not covered in this Statute shall be decided by the bodies of the Association in accordance with their competence and with the Law on Non-Profit Legal Entities and Bulgarian legislation.
This Statute was adopted by the Constituent Assembly on February 2, 2010 in Sofia.
