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STATUTE OF BULGARIAN ASSOCIATION OF GRAIN AND FEED TRADERS

Part I

General provisions

 

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 Republic of Bulgaria under the Non-Profit Legal Entities Act.

 

 

Art.2. The Association is a legal entity, having its seat in Republic of Bulgaria at the city of Sofia. 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 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.

 

SUBJECT OF ACTIVITY, GOALS AND MEANS FOR THEIR ACHIEVEMENT

Art.7. The Association shall have the following goals: 

1. To represent and standp for the legitimate interests of its members before the State, state authorities and other institutions in the country, local and international professional organizations, as well as before other non-governmental organisations;

2. To adopt the Ethic Code for grain and feed trade in the country and to ensure its compliance;

3. To participate actively in cooperation 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:

1. establish links, co-operation and mutual support among its members;

2. protect the rights and interests of its members before state institutions, public organizations and other legal entities and and physical persons;

3. prepare well reasoned and substantiated opinions on drafts of legal acts regulating the branch;

 

 

 

4. support the development of conditions for fair and transparent competition on the grain and feed market ;

5. Šµstablish contacts and act as representative before foreign and international organizations;

6. perform additional economic activity with the following subject: consultanting and information services, publishing, organising and carrying out of conferences, courses, workshops, seminars and other forms of training activities.

Part II

Membership

 

 

Art.10. A member of the Association shall be any legal entity registered in accordance with the Commercial Act of the Republic of Bulgaria, commertial representation, entered in the Register of Bulgarian Commertial and Industrial Chamber and foregn persons with permanent establishment in the country, which markets grain and feeds and which shares the goals of the Association and agrees with the clauses of this Statute.

Art.11 All founders are entitled members of the Association.

 

Art.12. (1) The procedure for admission new members in the Association shall be opened upon entry of a written application addressed to the Management Board and accompanied by: 

1. Certificate for registration in the Trade register; 

2. Resolution of the respective management body of the applicant for membership in the Association;

3. Two recommendations from members of the Association, at least one belonging to a founder.

(2) With the application the candidate declares that accepts and undertakes to respect the Statute, the principles and goals of the Association and adopted Ethic Code.

(3) The Management Board shall take a decision on the application with simple majority within a month of its filing.

(4) The Management Board shall inform the applicant in writing about its decision on the membership in the Association, within a period of seven days after the decision is taken, specifying also the due amount of the affiliation fee and the annual membership fee which shall be paid in a perod of one week after the notification. 

The amount of the first annual membership fee shall be estimated as a proportional part of the annual membership fee for the remaining period till the end of the year taking into consideration the month of the decision on the application for membership in the Association.

(5) The decision for acceptance shall enter into force after payment of outstanding cash fees.

(6) The written rejection or the failure to consider the application in due time may be be appealed before the General Assembly within a month period. The time limit for the appeal shall be counted from the date of receiving the rejection, and in case of absence of response to the application - from the date of expiry of the month's term pursuant ot para 4.

(7) The General Assembly shall take a decision on the appeal at its first session following its filing. The General Assembly's decision shall be final and shall not be subject to appeal or judicial review.

 

 

 

Art.13. The membership in the Association shall be terminated upon:

1. voluntary resignation of the member;

2. dropping out;

3. expulsion;

4. initiating legal proceedings of liquidation or bankruptcy of the company.

 

 

Art.14. Voluntary resignation shall require a written application of the member addressed to the Management Board of the Association.

 

Art.15. (1) When a member of the Association fails to pay its membership fees due in accordance with Statute or a decision of the General Assembly, its membership shall be terminated because of dropping out.

(2) The dropping out is found by the Management Board on the basis of accounting documents

 

 

 

Art.16. (1) A member of the Association may be expelled in case when:

1. systematic violations of this Statute, the decisions of the General Assembly or the Ethic Code;

 

 

 

2. its activity is incompatible with the goals of the Association and its Statute;

3. acts against the interests of the Association.

 

 

(2) A porposal for expulsion, including reasons, may be made by the Management Board or by any member of the Association.

 

(3) The decision for expulsion shall be grounded and taken by the General Assembly with qualified majority of ¾ of the represented members.

(4) Members who resigned or have been dropped out or expelled shall have no right to acquire any share of the Association's property at its liquidation.

 

 

 

Art.17. The members of the Association shall have the following rights:

1. to vote for the governing bodies of the Association;

2. to participate the governing bodies of the Association through their representatives, elected in the General Assembly;

3. to participate the General Assembly through their legal representatives;

4. to exercise control on the functioning of the management bodies following the principle of strict accountancy;

5. to put for discussion and seek for protection and support on principal problems concerning their activities;

6. to make proposals for amending or suplementing this Statute;

7. to receive on demand copies of the minutes of the Management Board's meetings;

 

 

 

Art.18. The members of the Association shall be obliged to:

1. comply with the provisions of this Statute and implement the decisions and recommendations of the General Assembly, the Management Board and other bodies of the Association;

2. pay the affiliation fee;

3. pay equal membership fee in terms specified by the General Assembly,

4. not use their membership in the Association in any way to achieve goals contradicting this Statute;

5. keep the good name of the Association;

6. notify immediately the Association in case in their legal status or the scope of their activity.

 

 

 

Part III

Bodies of the Association

 

 

 

Art.19. The bodies of the Association are:

1. General Assembly of the members;

2. Management Board.

 

 

 

GENERAL ASSEMBLY

Art.20. (1) The General Assembly shall be the supreme body of the Association and includes all of its members.

(2) The General Assembly shall consist of one representative of each member of the Association, who is among its legal representatives. The legal representative can empower another person, for a single meeting of the General Assembly.

(3) The General Assembly shall be held at least once a year by the end of June.

 

 

 

Art.21. (1) The General Assembly shall be convened by the Management Board on its initiative or on a request of one third of the Association's members. If in the last mentioned case the Management Board fails within a month to send written invitations to convene the General Assembly in accordance with the procedure stipulated in this Statute, the General Assembly shall be convened by the registration court upon a written application of its interested members or their legal proxy.

(2) The General Assembly shall be convened through written invitations containing the date, the place, the exact time and the agenda of the meeting, and indicating on whose initiative it is convened. Invitations are sent to the members by e-mail, fax or a return receipt letter .

 

 

 

Art.22. (1) The meeting shall be deemed legitimate if attended by representatives of more than a half of its members.

(2) If in the specified time there is no quorum, a new meeting shall be scheduled within an hour, with the same agenda and shall be legitimate regardless of the number of members present.

(3) Every member of the Association shall have one vote in the General Assembly. A member of the General Assembly shall have no right to vote when deciding issues related to him or to legal entities, wherein he is a manager or a member of a governing body or may impose or impede taking of their decisions.

(4) A person may represent by means of a written procuration only one member of the Association at the General Assembly.

 

 

 

Art.23. The General Assembly shall:

1. amend and supplement the Statute of the Association;

2. accept internal acts of the Association for regulating its activity;

3. decide upon liquidation and transformation of the Association;

4. appoint and dismiss the members of the Management Board and determines their payment;

5. appoint an independent external controller of the Association and approves his remuneration;

6. decide upon the stratigic activities of the Association and approves organizational structure of the Association;

7. decide upon annual membership fee and terms of payment as well as the mount of the affiliation fee;

8. approve the financial statement and budget of the Association;

9. approve the activity report of the Association;

10. approve the report of the controller; 

11. hear and decide upon appeals against decisions of the Management Board;

12. decide upon membership of the Association in other legal entities;

13. decide upon the formation of special-purpose funds for financing the activities of the Association, their sources and way of spending;

14. decide upon the creation of specialized structures and units of the Association;

15. Decide upon other issues, concerning the functioning of the Association, except those attributed to the Management Board by special decision or by this Statute;

16. repeal decisions of other Association's bodies which are not in compliance with the Law, this Statute or other internal acts, regulating the activity of the Association.

 

 

 

Art.24. (1) The General Assembly shall take decisions with open vote by a simple majority of all members present. Its members may decide on a secret vote for a particular issue.

(2) The decisions on amendment and addition of the Statute and for transformation of the Association or its termination shall be taken with a qualified majority of 2/3 of the represented members.

(3) Matters not included in the agenda shall be considered only if all members of the General Assembly are duly represented and no one objects for their consideration.

(4) The decisions shall be recorded into minutes, which has to be signed by the chairman of the meeting and the person recording the minutes.

 

 

 

MANAGEMENT BOARD

Art.25. (1) The Management Board shall be the operative body of the Association.

(2) The Management Board shall consist of a three persons - a Chairman and two members, appointed by the General Assembly for a mandate of two years as of the date of appointment. The Chairman may not be appointed for more than two successive mandates.

(3) Only persons who are entitled by law to represent the legal entities - members of the Association, may be appointed as members of the Management Board. 

(4) If a member of the Management Board, during its mandate, changes his/her status on the para above, the Management Board shall be obliged to convene immediately an extraordinary meeting of the General Assembly. 

(5) Only one representative of a legal entity - member of the Association may be appointed in the management board.

 

 

 

Art.26. The Management Board shall:

1. decide upon issues regarding the managing of the activity of the Association which are not within the competence of the General Assembly;

2. organize and manage the functioning of the Association;

3. establish if necessary special units and working groups;

4. appoint the Secretary General of the Association and approves his payment;

5. ensure the implementation of the General Assembly's decisions; 

6. manage the Association's property complying with the requirements of this Statute;

7. prepare and submit to the General Assembly a report on the Association's activity, financial statement and a draft budget.

8. fulfil the obligation stipulated in this Statute.

 

 

 

Art.27. (1) The Management Board shall be convenes at a session at least once per six months. The Secretary General shall attend meetings of the Management Board with the right of a advisory vote. The sessions shall be open and representatives of other members of the Association may attend without the right to vote.

(2) The Chairman of the Management Board shall convene the sessions by written invitation, containing the place, the time, and the agenda. The Chairman may authorize the Secretary General to call a meeting of the Board in lines with the current provision.

(3) The Chairman is obliged to call a meeting of the Management Board on a written request of one third of its members. Should the Chairman fails to call a meeting of the Management Board in one week term, the meeting can be appointed by any of the interested members of the Management Board.

(4) In case of emergency and if there are no objections, the meeting of the Management Board can be appointed by telephone, fax or by other means of communication.

 

 

 

Art.28. (1) The session of the Management Board shall be deemed legitimate if at least half of its members are present in person or represented by proxy by another member of the Management Board. Members of the Management Board can stand proxy for not more than one member absent.

(2) For the sessions of the Management Board minutes shall be kept and signed by the members present and by the person taking the minutes.

(3) The Management Board can take decisions in absentee if the minutes are signed by all its members.

 

 

 

Art.29. (1) Each member of the Management Board shall have the right to one vote.

(2) Decisions of the Management Board shall be taken by open vote, except in cases when a decision for secret vote has been taken.

(3) The decisions of the Management Board shall be taken by simple majority from all its members, while decisions concerning the procedure of the Association's liquidation and diposal of the Association's property shall be taken unanimously.

 

 

 

Art.30. (1) The General Assembly shall appoint a new Management Board or a new member of the Management Board:

1. after expiry of the mandate;

2. upon resignation;

3. in the cases pursuant to art. 25 para (4) of this Statute.

(2) Until the new Management Board is registered by the court, the old one shall be in function.

 

 

 

CHAIRMAN OF THE MANAGEMENT BOARD

Art.31. The Chairman of the Management Board shall:

1. direct the work of the Management Board;

2. represent the Association;

3. convene the sessions of the Management Board and chairs them;

4. delegate to the Secretary General or to other persons the right to represent the Association before Court and other legal and physical persons and organizations;

5. conclude agreements with other organizations and persons upon decision of the Management Board.

Art.32. When the Chairman is not in a position to perform its duties or is out of the country, he may delegate his rights to another member of the Management Board to temporarily perform its duties within three months at longest.

 

 

 

SECRETARY GENERAL 

Art.33. (1) The Secretary General shall perform operative management of the Association.

(2) The Secretary General shall be appointed and dismissed by the Management Board.

(3) The Secretary General is a full-time employee of the Association.

 

 

 

Art.34. The Secretary General shall be a person:

1. holding an University degree ;

2. who is not convicted of felony or malfeasance.

 

 

 

Art.35. The Secretary General shall support the Management Board in its functions and is competent to:

1. manage the Association between the sessions of the Management Board within his competence;

2. represent the Association in employment relations with its employees;

3. conclude civil contracts on behalf of the Association in relation to implementation the tasks of the Association;

4. supervise the drafting and keeping the documents of the Association, for which he shall report periodically to the Management Board;

 

 

 

CONTROLLER

Art.36. (1) The Controller shall check the financial activities of the Association and submit a report for his findings to the General Assembly.

 

 

 

Part IV

Financing

 

 

 

Art.37. (1) The financial funds of the Association shall be collected from:

1. Affiliation fees and annual membership fees;

2. Other legitimate sources.

(2) The financial funds of the of the Association shall be deposited in a commercial bank chosen by the Management Board.

(3) The funds of the Association shall be spent in accordance with its annual budget and by a decision of the Management Board.

 

 

 

Art.38. (1) Each member of the Association shall be obliged to make the following contributions:

1. Affiliation fee;

2. Annual membership fee, 

to the amount specified each year by the General Assembly.

(2) The annual membership fee shall be paid by 30th of March each year. In case of failure to pay the annual fee within this period interest at the rate of statutory interest shall be charged on the unpaid part.

 

 

 

Part V

TŠµrmination of the Association

 

 

 

Art.39. The Association shall be terminated:

1. By decision of the General Assembly;

2. By decision of Court in cases envisaged by law.

 

 

Art. 40. At liquidation of the Association, its property, remaining after satisfying of its creditors, shall distributed among its members on equal basis.

 

ADDITIONAL PROVISION 

§1. For the purpose of this Statute:

1. grain shall be any plant, included in the legal definition of Grain Storage and Trade Law Additional Definition §1, p.1.

2. feed shal be any substance or product according the legal definition of Feed Law Additional Definition §1, p. 49

 

 

 

CONCLUDING PROVISIONS

§2. The Association shall have a seal with inscription Bulgarian Association of Grain and Feed Traders.

§3. All cases not envisaged in this Statute shall be decided by the bodies of the Association in compliance with their competence and in accordance with the Law on the Non-Profit Legal Entities Act and current legislation in the Republic of Bulgaria.

 

 

This statute was adopted by the Constituent Assembly on February 2, 2010 Sofia.