ASSOCIATION CHARTER

STATUTE

OF A NON-PROFIT LEGAL ENTITY

“Bulgarian Association of Removals Traders”

I. General Provisions

Art. 1. (1) This statute establishes the legal framework of the association “Bulgarian Removals Association”, hereinafter referred to as the “Association”, for the purpose of carrying out activities for private benefit within the meaning of the Non-Profit Legal Entities Act.

II. Objectives

Art. 2. (1) The Association is established and exists for the benefit of its members to achieve the following objectives:

1. To protect the interests of its members and to build and improve the reputation of the professional relocation industry.
2. To support and promote local and international relocation as an activity in favor of the development of modern society.
3. To establish and maintain an organization through which to coordinate efforts for the development of the industry;
4. To take initiatives for the objective and realistic formation of the functions and responsibilities in the industry;
5. To strive to increase the understanding of the possibilities of relocation. To also strive to increase the quality and opportunities for cooperation in the field;
6. To develop close ties with organizations in other fields of activity;
7. To support closer cooperation in the industry;
8. To promote high professional standards among its members and to propose norms of professional ethics;
9. To represent its members before Bulgarian, foreign and international institutions and organizations and to protect their rights and interests.

(2) The means by which the Association will achieve its goal are:

1. creating an appropriate socio-economic and media environment for the industry, discussions with regulatory authorities and participation in consultations and exercises;
2. supporting and promoting recognized industry quality standards;
3. marketing and promoting members and services in the relocation industry to the public through the website and relevant media;
4. providing cost-effective, industry-accessible training and development opportunities for members;
5. providing assistance, advice, information and support to the commercial activities of members;
6. actively promoting common interests and improvements in the quality of health care and occupational safety in the industry, technical standards and those for environmental protection;
7. establishing strategic partnerships with other industries and organizations;
   creating an approved Code of Good Practice in the industry;
8. conciliation and settlement of differences and disputes through alternative dispute resolution methods between members and their clients;
9. Providing opportunities for regular contacts between members and related organizations and industries, sharing good practices and training at conferences, regional and international meetings, workshops and seminars.

III. Subject of activity

Art. 3. (1) To achieve the objectives formulated in Art. 2 of the Statute, the Association will carry out the following activities:

a/ Providing a forum for presentations and discussions of problems in the field;

b/ Ensuring the exchange of information in the field through:

– meetings, seminars, conferences, briefings, courses and others;

– cooperation with other organizations, societies and associations for activities that promote the objectives of the Association;

– undertaking other activities that are in line with the objectives of the Association.

(2) The financing of the subject of activity of the Association specified in Art. 3, para. 1 is carried out through the Association’s own funds, by decision of the Management Board, or with attracted funds in accordance with …………………. of this Statute.

(3) The Association may carry out the following additional business activity related to the subject of the main activity:

a/ Educational and communication campaigns within the meaning of this Statute;

b/ Publishing specialized materials (magazines, catalogs, brochures, books, etc.) related to the subject of the Association’s main activity, as well as carrying out purchases and sales of such materials;

c/ Production and production of audio and video materials related to the subject of the Association’s main activity, as well as carrying out sales of such materials.

(4) The income from the additional business activity specified in item 3 will
be used to achieve the goals of the Association.

(5) Pursuant to Art. 2 of the Non-Profit Legal Entities Act, the Association defines itself as an organization for carrying out activities for private benefit, namely for the benefit of traders engaged in commercial activities in the field of removals.

IV. Transformation

Art. 4. (1) The Association may be transformed into another type of non-profit legal entity, be merged, merged, separated and divided.

(2) Transformation shall be carried out on the basis of a decision of the General Assembly, taken by a qualified majority – 2/3 of all members.

V. Membership relations

Art. 5. (1) The founders of the Association are its members by right.

(2) Any Bulgarian trader (regardless of whether a legal entity or a capable natural person) who approves of these Statutes and the goals that the Association sets for itself and the activities included in its scope of activity, who also predominantly carries out (receives more than half of its income from) commercial activity in the field of removals – characterized by the availability of services for packaging, transportation, international or local transportation of goods, unpacking, etc. without the transportation service forming the main part of the price of the service, may become a member of the Association.

(3) The Management Board of the Association may determine additional requirements/rules for membership, which may not be discriminatory and shall take precedence over the provision of the previous paragraph.

VI. Admission of new members

Art. 6. (1) Membership in the Association is voluntary.

(2) Admission of new members is carried out by decision of the Management Board based on the written application submitted by the applicant to the Membership Committee, the membership of which is determined unanimously by the Management Board.

(3) The decision of the Management Board to admit new members is made by a majority of at least 4 (four) votes of the members of the Management Board.

VII. Termination of membership

Art. 7. (1) Each member may unilaterally terminate his/her legal relationship with the association after prior written notification to the Management Board in the form of a two-month written notice.

(2) Each member may be expelled from the Association by decision of the General Assembly in case of gross violation of the provisions of the statutes, decisions of the supreme and management body, as well as other internal acts with binding effect.

(3) Before proceeding to vote, the General Assembly must hear the person whose expulsion is requested.

Art. 8. (1) All members of the Association have equal rights and obligations. Each member of the Association is entitled to one vote.

(2) The right to vote is exercised in person or through an expressly authorized representative.

(3) Legal entities – members of the Association, participate in voting through their legal representatives or through an explicitly authorized person.

Art. 9. Members of the Association have the following rights:

1. to actively participate in the activities of the Association;
2. to elect and be elected to its management bodies;
3. upon request to receive information about the activities of the Association and the state of its accountability;
4. to use the property of the Association and the results of its activities.

Art. 10. Members of the Association are obliged:

1. to comply with the provisions of this Statute, the decisions of the General Assembly and the Management Board and all internal acts with binding effect.
2. to assist in achieving the goals formulated in Art. 2 of the Statute;
3. to protect the prestige of the Association;
4. to make the property contributions specified in this statute.

VIII. Bodies of the Association

Art. 11. The bodies of the Association are the General Assembly and the Management Board.

IX. General Assembly

Art. 12. (1) The General Assembly is the supreme body in which all members of the association participate with the right to vote.

(2) The General Assembly is convened by an invitation sent one month before its holding, which contains the date, time, place of the meeting and its agenda.

X. Quorum of the General Meeting

Art. 13. (1) The General Meeting is legal and may make valid decisions if more than half of all members are present at the meeting.

(2) In the absence of a quorum, the relevant provisions of the Non-Profit Legal Entities Act shall apply.

XI. Decision-making

Art. 14. (1) The General Meeting shall make decisions by open vote on the following issues:

1. amending and supplementing the statutes;
2. adopting other internal acts;
3. electing and dismissing members of the Management Board;
4. excluding members;
5. deciding on the opening and closing of branches;
6. deciding on participation in other organizations;
7. deciding on the transformation or termination of the association;
8. adopting the association’s budget;
9. deciding on the due date and amount of membership fees or property contributions;
10. adopting the report on the activities of the Management Board;
11. annulling the decisions of the other bodies of the association that contradict the law, the statutes or other internal acts regulating the activities of the association.

(2) The General Meeting shall take the decisions under the preceding paragraph, items 1, 2, 4, 7 with a qualified majority of more than 2/3 of all those who voted. All other decisions shall be taken with a simple majority – more than ½ of the members.

(3) The General Meeting shall be convened by the Management Board – on its initiative or at the request of not less than 1/3 of the members of the Association.

(3) The invitation under Art. 13, para. 2 of the Statute shall be published in the “State Gazette” and placed in the notice board in the building where the management of the Association is located at least one month before the scheduled day.

X. Management Body

Art. 15. (1) The management body of the association is the Management Board.

(2) The Management Board of the association is composed of a Chairman and five members, who are elected by the General Assembly for a term of 3 (three) years.

(3) The members of the Management Board unanimously elect a Chairman from among their members.

XI. Quorum of the Board of Directors

Art. 16. The Board of Directors shall meet at least once every two months. The meeting shall be valid if more than half of its members are present.

XII. Decision-making

Art. 17. (1) The Management Board has the following powers:

1. represents the association and determines the scope of the representative power of its individual members.

2. ensures the implementation of the decisions of the General Assembly;

3. disposes of the property of the association in compliance with the requirements of the Statute;

4. prepares and submits to the General Assembly a draft budget;

5. prepares and submits to the General Assembly a report on the activities of the Association;

6. determines the procedure and organizes the implementation of the activities of the Association;

7. determines the address of the Association;

8. makes decisions on all issues that, by law or according to the Statute, do not fall within the rights of another body;

9. fulfills the obligations provided for in the Statute.

(2) The Management Board makes decisions by a simple majority – more than half of those present.

(3) The decision under Art. 23, para. 3 of the Statute, as well as the decisions under para. 1, items 3 and 6 shall be taken by an absolute majority.

Art. 18. (1) The meetings of the Management Board shall be convened and chaired by its Chairman.

(2) Outside the hypothesis under para. 1, the Management Board may be convened at the request of any of its members.

Art. 19. The Chairman of the Management Board shall have the following powers:

1. convene the meetings of the Management Board;

2. manage the overall activity and represent the Association before third parties;

3. coordinate the current activity and implement the decisions of the bodies of the Association;

4. prepare an annual balance sheet and report of the Association and submit it for approval by the Management Board.

XIII. Property

Art. 21. (1) The Association is an independent legal entity and as such has its own property, different from the property of its members.

(2) The members are liable for the obligations of the Association up to the amount of the property contributions provided for in the statute.

(3) The members of the Association are not personally liable for the fulfillment of the obligations assumed by them.

Art. 22. (1) The property of the Association is formed from: membership fees, donations and commercial activity not prohibited by this Statute and the law.

(2) The funds under para. 1 may be used to acquire movable and immovable property, as well as to incur expenses in order to achieve the goals of the Association.

(3) Upon establishment of the Association, a decision was made to pay property contributions in the amount of …… which shall be paid ……

XIV. Termination and Liquidation

Art. 23. (1) The Association may be terminated in the following cases:

– in the event of impossibility of achieving the objectives set forth in the statute;

– by decision of the General Meeting – by mutual consent of all members.

(2) Based on the decision to terminate, the Management Board shall decide to declare the Association in liquidation.

(3) By its decision, the Management Board shall determine the manner of liquidation, its term, the manner of distribution of the property remaining after the satisfaction of the creditors and shall appoint liquidators.

Art. 24. The provisions of the Commercial Act shall apply to the procedure for liquidation and the powers of the liquidator.

Art. 25. (1) After completing the distribution of the property, the liquidator shall be obliged to request the deletion of the entry of the Association from the register of non-profit legal entities.

(2) The liquidation shall enter into force on the day of entry of the decision thereon in the court register.

XV. Final Provisions

Art. 26. These Articles of Association may be amended and supplemented in accordance with the procedure provided for in the Non-Profit Legal Entities Act.

Art. 27. All outgoing documentation of the association must contain the following data: name of the association; registered office; address; court that performed the registration; number and date of the company case; number of the court decision for registration and BULSTAT.

Art. 28. With regard to issues not resolved by the Articles of Association, the provisions of the current Bulgarian legislation shall apply.