Non-Profit Association Articles of Incorporation

NON-PROFIT ASSOCIATION
ARTICLES OF INCORPORATION

Council of the Women in the Business in Bulgaria

Adopted at a Constituent Assembly
Held in the City of Sofia
on 01.10.2013

I. GENERAL PROVISIONS

Statute

Art. 1. (1) The Association shall be a legal entity separate from its members, incorporated in conformity with the provisions of the Non-Profit Legal Entities Act, the Articles of Incorporation and the Resolution of the Constituent Assembly.
(2) The Association shall be defined as an independent, non-political, voluntary, civil organization, uniting natural persons and legal entities on the grounds of the public and professional interest.
(3) The Association shall be responsible for its liabilities with its property.
(4) The members of the Association shall not be responsible in person for the liabilities of the Association.
(5) The members shall be responsible for depositing the property (membership) contributions due.

Title

Art. 2. (1) The title of the Association shall be “Съвет на жените в бизнеса в България”, written out in the Bulgarian language.
(2) The title may also be written out in the English language in the following manner: “Council of the Women in the Business in Bulgaria”, abbreviated “CWBB”, the two titles being of an equal legal value. The writing out in the English language shall be mandatory in the international contacts and correspondence.
(3) The title of the Association along with a denotation about the headquarters and the management address and BULSTAT shall be indicated in the documents from the correspondence of the Association.
(4) The title of the branches of the Association shall be formed adding to the title of the Association the indication “branch” and the populated area where the headquarters of the branch are. A denotation about its scope of business may be added to the title of the branch as well.

Headquarters and Management Address

Art. 3. The headquarters and the management address of the Association shall be: 1309 city of Sofia, municipality of Ilinden, 2, Kukush Street.

Term

Art. 4. The Association shall not be limited by a term or another terminating condition.

Determination of the Activity

Art. 5. The Association shall implement activities to public benefit stated in the ratification and popularization of good practices, exchange of experience and transfer of know-how, organization of lectures and forums aimed at rendering assistance to the development and the ratification of professional values in the career and the growth of children, young people and young professionals.

Main Objectives of the Association

Art. 6. The main objectives of the Association shall be:

6.1. The ratification and popularization of good practices and experience in the career development and growth of women;
6.2. The development and the ratification of the professional values in the civil society, the education, the science, the culture, the engineering and the technologies;
6.3. Rendering assistance to underprivileged children and young people for the continuation of their education and professional development;
6.4. Rendering assistance to the social and personal realization of children, young people and young professionals;
6.5. Dissemination of the good practices and programs for the encouragement of women in the small- and medium-size business and their growth in managerial positions;
6.6 Rendering support for the return of young specialists to Bulgaria;
6.7 Popularization and awareness of the opportunities for professional development and in particular ratification of the position “Manager” in the country;
6.8 Rendering support to projects and initiatives aimed at the ratification of the business and development of talents in various professions;

Means for the Attainment of the Objectives of the Association

Art. 7. The means by which the Association shall attain its objectives shall be:

7.1. Organization, conduct, participation and support to scientific, scientific-practical, scientific applied and other national and international forums and conferences related to the activities of the Association;
7.2. Organization of schools, courses, forums, trainings, lectures and other formats aimed at sharing and exchanging good practices and models for professional and personal development and their dissemination in the educational system, the small- and medium-sized business;
7.3. Initiation of studies for equality of genders with regard to the payment and the opportunities for professional growth;
7.4. Initiation of exchange of good practices and joint projects with other national and international non-governmental organizations with a similar objective and scope of business;
7.5. Interaction with state authorities, public and similar organizations in the country and abroad. Membership in non-profit organizations with similar objectives and scope of business;
7.6. Implementation of projects related to the scope of business and the objectives of the Association financed by national and international non-profit organizations as well as through voluntary donations and sponsorship made by Bulgarian or foreign natural persons or legal entities.
7.7. Issuance of the needed auxiliary editions with a view to training, awareness and exchange of good practices amongst the target groups. Issuance of certificates for participation in the forms of training organized and conducted by the Association for the target group.
7.8. Stimulation of the international cultural exchange and cooperation in the training, the additional activities and the professional development.

II. MEMBERSHIP

Membership Rights and Obligations

Art. 8. (1) The membership in the Association shall be voluntary and shall not limit the members for participation in other organizations. Adult and legally capable natural persons and legal entities with an indicated representative, united by common interests irrespective of gender, age, political and religious belonging, education and social status who/which wish to contribute to the attainment of the objectives of the Association may be members.
(2) Any natural person or corporate legal entity who/which shares the objectives of the Association and the means for their attainment, fulfills its Articles of Incorporation and regularly pays his/its membership fees may be a member of the Association.

Art. 9. Each member of the Association shall be entitled:

9.1. To participate in the activity of the Association, in the work of the General Meeting and in the measures conducted by it;
9.2. To elect and be elected in the managing and control bodies;
9.3. To exercise control over the work of the Association and the managing bodies;
9.4. To be informed about the activity and to participate in the initiatives and the acts of the Association;
9.5. To submit for consideration to the Management Board proposals and standpoints on issues concerning the activities of the Association and to attend their consideration and discussion;
9.6. To make use of the representation, the protection, the results of the activity and the opportunities of the Association;
9.7. To make use of the property, the material resources, the funds, the information and the other services and results of the activity of the Association under conditions and procedure established by the General Meeting;

Art. 10. Each member of the Association shall be obligated:

10.1. To deposit an annual membership fee adding up to the amount and in accordance with the procedure anticipated in these Articles of Incorporation;
10.2. To observe the provisions of these Articles of Incorporation, to work for the attainment of the objectives of the Association and to implement the resolutions of the managing bodies;
10.3. To participate in the activities of the Association and to work for the attainment of its objectives;
10.4. To work for the increase of the property of the Association and for the enhancement of its public authority.

Art. 11. The membership rights and obligations shall be non-assignable and shall not pass onto other persons in events of death or termination of the membership. The exercise of membership rights of the legal entities, members of the Association, may be presented to another person through authorization by a signature of the Manager and a seal of the organization. For the natural persons, members of the Association, the exercise of membership rights may be assigned through authorization by a Power of Attorney with a notarial certification of the signature.

Acquisition of Membership

Art. 12. (1) Any prominent Manager or representative of an organization in possession of experience and corporate culture who supports the objectives of the Association may be an applicant for becoming a member of the Association. An application in free style which shall state the contribution the Applicant for membership would make to the attainment of the objectives of the Association shall be filed in events of a wish for the acquisition of membership. With the availability of such, the person shall indicate participation in projects with objectives or ideas similar to those of the Association. The application shall be presented through the Chairperson of the Association to the Management Board which shall pronounce its judgment by a resolution at its first session after the receipt of the application.
(2) The applications of the legal entities shall be accompanied also by documents which shall certify the representative power of the person who signed the application.
(3) The members shall be issued a membership document ratified by the Management Board.

Termination of Membership

Art. 13. (1) The membership shall be terminated:

13.1. By a unilateral declaration of intention to the Management Board;
13.2. By placement under full judicial disability;
13.3. By expulsion;
13.4. By the dissolution of the legal entity – member of the Association;
13.5. In event of dropping out.
(2) At the termination of membership, the Association shall not owe any return of the property contributions made.
(3) The resolution for expulsion shall be passed by the Management Board of the Association in event of availability of faulty behavior, which makes further membership incompatible. The resolution for expulsion may be appealed before the General Meeting of the Association.
(4) There shall be dropping out of membership when there is systematic non-depositing of membership fees for a time period of two years and non-participation in the activity of the Association. The dropping out shall be asserted by the Management Board in conformity with documents and by a due resolution which shall terminate the membership.

III. PROPERTY

Property

Art. 14. (1) The property of the Association shall consist of money, real estate properties, possessions, real rights, rights of use, rights of intellectual property and all the other rights and assets which in conformity with the laws of the Republic of Bulgaria may constitute an element of the property of the Association.
(2) The property and the income of the Association may be used solely for the attainment of its objectives and no part of them may be paid directly or indirectly as a dividend or profit to the members.

Sources of Funds of the Association

Art. 15. (1) All the members of the Association shall be obligated to make property contributions in the form of membership fees. The amount of the membership fee shall be fixed by the Management Board and it may be different for natural persons and legal entities. The membership fee shall be paid once a year. The term for depositing the membership fee shall be up to the 10th of the month following the month during which the natural person or the legal entity was accepted as a member of the Association.
(2) The amount of the membership fee shall be voted at the beginning of each calendar year at a meeting of the Management Board.
(3) By a resolution of the General Meeting the members of the Association may make target contributions for the attainment of a certain objective defined by the Articles of Incorporation or by a resolution of the General Meeting. In its resolution the General Meeting shall determine the objective, the amount and the manner of collection of the contributions. The resolution shall be passed by a majority of 2/3 (two thirds) of the votes of the members of the Association attending the relevant General Meeting.
(4) Proceeds from economic activity of the Association anticipated in these Articles of Incorporation.
(5) The Association represented by the Management Board may receive donations from natural persons and legal entities and conclude contracts for sponsorship.
(6) The Association may make use of funds granted by Bulgarian and foreign organizations under various projects and programs related to its activity;
(7) The Association may make use of financing from the state under conditions and in accordance with a procedure stipulated in the Non-Profit Legal Entities Act and the relevant special acts;
(8) The Association may also make use of other sources permitted by the law.
(9) The Association shall spend its property for activities in compliance with the provisions of Art. 38, Para. 1 of the Non-Profit Legal Entities Act.

Economic Activity

Art. 16. (1) The Association shall implement the following economic activities related to its main scope of business:

16.1. Publishing activity – preparation, issuance and dissemination of printed materials;
16.2. Conference activity – workshops, trainings, conferences, discussions, exhibitions, festivals, shows, competitions and other events;
16.3 . Advertising activity;
16.4. Organization of concerts, bazaars, exhibitions, competitions, events of entertaining nature;
16.5. Organization of courses for training depending on the needs of the target group defined by the General Meeting of the Association;
16.6. Organization of courses for additional training on subjects studied in the secondary school;
16.7 . Organization of courses for professional orientation and vocational qualifications;
16.8 . Consulting activity;
(2) The Association may not implement economic activities which are not related to the scope of business stipulated in these Articles of Incorporation and shall use the income realized for the attainment of the objectives of the Association.
(3) The Association shall not allocate profits.
(4) The economic activity implemented shall be subordinated to the conditions and the procedure stipulated by the Commercial Code, the Accountancy Act and the tax acts.
(5) The implementation of and the control over the economic activity performed shall be assigned to the Management Board of the Association.
(6) The General Meeting shall pass a motivated resolution with qualified majority of 2/3 of all its members for the gratuitous spending of the property of the Association to the benefit of the persons pursuant to Art. 41, Para. З of the Non-Profit Legal Entities Act.
(7) The Association shall elect the persons and the manners for rendering assistance to them depending on its objectives and financial possibilities, in conformity with the announced procedure and the rules for the implementation of the activity. The information about the procedure in conformity with which the selection is made shall be public and shall be entered into the Central Register.
(8) The Association may not conclude transactions with the persons pursuant to Art. 41, Para. 3 of the Non-Profit Legal Entities Act.

Coverage of Losses

Art. 17. In event of availability of losses in conformity with the annual balance sheet the General Meeting may pass a resolution for their coverage through additional contributions from the members of the Association. The resolution shall be passed with a majority of 2/3 (two thirds) of the votes of the members of the Association attending the relevant General Meeting.

IV. MANAGEMENT

Bodies of the Association

Art. 18. The General Meeting and the Management Board shall be the bodies of the Association.

Composition of the General Meeting

Art. 19. (1) The General Meeting shall be the collective supreme body of the Association.
(2) All the members of the Association shall participate in the General Meeting. The members of the Association shall participate in the General Meeting in person or through a representative.
(3) The General Meeting of the Association shall be convened at least once a year.

Representation

Art. 20. (1) The members – legal entities shall be represented in the General Meeting by their legal representatives or a person explicitly authorized for the purpose.
(2) Solely a natural person may be a proxy of a legal entity or a natural person.
(3) The Powers of Attorney shall be issued explicitly for participation in the General Meeting of the Association and they may be issued for a limited or an unlimited number of sessions of the General Meeting.
(4) The Proxies shall not be entitled to rе-authorize third persons with their rights.
(5) The Proxies may represent solely one member of the General Meeting.

Competence of the General Meeting

Art. 21. (1) The General Meeting shall:

21.1. Amend and supplement the Articles of Incorporation of the Association;
21.2. Adopt other internal acts;
21.3. Transform and dissolve the Association;
21.4. Elect and dismiss the members of the Management Board;
21.5. Appoint and dismiss registered auditors;
21.6. Approve the annual financial statement;
21.7. Appoint the liquidators at the dissolution of the Association except in event of insolvency;
21.8. Confirm the resolution passed by the Management Board of the Association for dropping out members;
21.9. Consider complaints against resolutions of the Management Board for the termination of membership;
21.10. Pass a resolution for opening and closing branches;
21.11. Pass a resolution for participation in other organizations;
21.12. Accept the main guidelines and programs for the activity of the Association;
21.13. Accept the budget of the Association;
21.14. Pass resolutions about the payability and the amount of the membership fee;
21.15. Accept the report on the activities of the Management Board;
21.16. Repeal resolutions of the Management Board when they are in conflict with the law and the Articles of Incorporation of the Association;
21.17. Absolve the members of the Management Board of responsibility;
21.18. Repeal resolutions of the other bodies of the Association, which are in conflict with the law, the Articles of Incorporation or other internal acts regulating the activities of the Association;

(2) The rights pursuant to Art. 21.1., Art. 21.3., Art. 21.4., Art. 21.5, Art. 21.6, Art. 21.13, Art. 21.15 and Art. 21.18. may not be assigned to other bodies of the Association;
(3) The resolutions of the General Meeting shall be mandatory for the other bodies of the Association;
(4) The resolutions of the General Meeting shall be subject to judicial control with regard to their conformity with the law and compliance with the Articles of Incorporation;
(5) The resolutions of the bodies of the Association which were passed in conflict with the law, the Articles of Incorporation or a preceding resolution of the General Meeting may be disputed before the General Meeting at the request of the interested members of the Association or of its body sent within a one-month term from their knowledge but not later than one year from the date of passing the resolution.

Holding a General Meeting

Art. 22. (1) The General Meeting shall be held at least once a year – regular General Meeting. The first General Meeting may be held one month after the incorporation of the Association at the latest.
(2) The General Meeting may be convened at any time by the Management Board – extraordinary General Meeting.

Convening the General Meeting

Art. 23. (1) The General Meeting shall be convened by the Management Board. It may be convened at the request of one third of the members of the Association.
(2) If within a two-week term from the request for convening a General Meeting, the Management Board does not send an invitation in writing for the convening of a General Meeting, it shall be convened by the Court with regard to the headquarters of the Association at the request of the interested members or a person authorized by them in writing.
(3) The convening of the General Meeting shall be made through an invitation published in the Internet site of the Association and placed on the notice board in the building which the management of the Association and the branches are located in.
(4) The invitation shall contain the agenda of the issues proposed for discussion, the motions for resolutions, the date, the time and the place for holding the General Meeting as well as whose initiative it is convened at.
(5) The time from the publication of the announcement up to the opening of the General Meeting shall be at least one month.

Right to Information

Art. 24. The materials in writing related to the agenda of the General Meeting shall be presented at the disposal of the members in the headquarters of the Association up to the date of publication or sending the invitation for convening the General Meeting at the latest. At request they shall be presented to each member free of charge. The materials shall be published in the site of the Association.

List of Attendees

Art. 25. (1) A list of the members attending or their representatives shall be prepared at the session of the General Meeting. The members and their representatives shall certify their presence by affixing a signature and establishing their identity. The list shall be authenticated by the Chairperson and the Secretary of the General Meeting.
(2) The members who have declared their attendance up to the time of the conduct of the first voting after the establishment of the availability of quorum shall be included in the list in conformity with the preceding paragraph.

Quorum

Art. 26. The General Meeting may sit if members representing more than half of all the members attend it. In event of absence of quorum, the session shall be postponed by an hour later in the same place and with the same agenda and may be held regardless of the number of members who attend it.

Voting Right

Art. 27. All the members shall be entitled to one vote.

Conflict of Interests

Art. 28. A member or his/her representative may not participate in the voting for:

28.1. Lodging claims against him/her;
28.2. Undertaking actions or rejection of actions for the implementation of his/her responsibility to the Company.
28.3. The settlement of issues related to him/her, his/her spouse or lineal relatives – without any limitations, collateral relatives up to the 4th degree of consanguinity, or by marriage – up to the second degree included.
28.4. Legal entities which he/she is a Manager in or may impose or prevent the passing of a resolution.

Majority

Art. 29. (1) The resolutions of the General Meeting shall be passed by a majority of the members attending it.
(2) A majority of 2/3 of the attendees shall be required for the resolutions pursuant to Art. 17 and Art. 21.1., and Art. 21.3.

Resolutions

Art. 30. (1) The General Meeting may not pass resolutions concerning issues which were not published in the invitation.
(2) The resolutions of the General Meeting shall promptly enter into force unless their effect is postponed or if in conformity with the law they enter into force after promulgation.

Minutes of the Meeting

Art. 31. (1) Minutes of the Meeting shall be kept for the session of the General Meeting in a special book. The Minutes of the Meetings shall be kept in compliance with the requirements of the law.
(2) The Minutes of the General Meeting shall be signed by the Chairperson and the Secretary of the Meeting and by the tellers. A list of the attendees and the documents related to the convening of the General Meeting shall be attached to the Minutes of the Meetings.
(3) Each member who attended the General Meeting shall be entitled to require and keep a watch over the precise recording of the resolutions in the Minutes of the Meeting.
(4) 2/3 of the votes of the attendees are needed for passing a resolution at the General Meeting.

Management Board

Art. 32. (1) The Association shall be managed and represented by a Management Board.
(2) The members of the Management Board shall be elected by the General Meeting for a term of 3 (three) years.
(3) The Management Board shall consist of 3 (three) to 7 (seven) members who shall be members of the Association.
(4) A member of the Management Board may be a legal entity – a member of the Association and it shall be represented at the meetings of the Board by its legal representative or by a natural person explicitly authorized for the purpose.
(5) The first Management Board defined in the Constitutive Minutes of the Meeting shall consist of seven members and shall be with a mandate of 2 years.
(6) The members of the Management Board may be elected for two mandates of the Management Board at the most.

Art. 33. The members of the Management Board or the natural persons who represent legal entities, members of the Board shall:

33.1. Have permanent place of residence in the country;
33.2. Have appropriate professional qualifications and experience;
33.3. Not be convicted to imprisonment for the commitment of a deliberate public-law offence.

Rights and Obligations of the Management Board

Art. 34. (1) The members of the Management Board shall have equal rights and obligations regardless of the internal distribution of the functions amongst the members and the resolutions, by which the executive members are provided with right to management.
(2) The members of the Management Board shall be obligated to fulfill their obligations in the interest of the Association and to keep the secrets of the Association also after they cease to be members of the Board.
(3) The Management Board shall accept the rules for its work and shall elect a Chairperson and Deputy Chairperson amongst its members.
(4) The Management Board shall be convened to regular sessions at least once every three months to discuss the condition and the development of the Association.
(5) Each member of the Board may request from the Chairperson to convene a session for the discussion of individual issues.
(6) The Management Board shall provide for the management and the preservation of the property of the Association.
(7) The Management Board shall accept the organizational managerial structure, the procedure for appointment and dismissal of the personnel, the rules for the working salary and other internal rules of the Association.
(8) The Management Board shall pass resolutions for acquisition, expropriation and encumbrance of real estate properties and establishment of real rights over them as well as their leasing for a term of over one year.
(9) The Management Board shall determine the procedure and shall organize the implementation of the activities of the Association.
(10) The Management Board shall prepare and submit to the General Meeting a report on the activities of the Association.
(11) The Management Board shall prepare and submit to the General Meeting a draft budget.
(12) The Management Board shall provide for the performance of the resolutions of the General Meeting.
(13) The Management Board shall discuss and settle all the other issues with the exception of those which are of the competence of the General Meeting.

Quorum and Majority

Art. 35. (1) The Management Board shall pass resolutions if more than half of the members of the Management Board attend the meeting, in person or represented by another member of the Board. No attending member may represent more than one absent member.
(2) The resolutions shall be passed by ordinary majority except in the events stipulated in Art. 34, Para. 8 and Para. 9 of the Articles of Incorporation which shall be passed by majority of all the members.
(3) The Management Board may pass resolutions also in a non-attendance manner if all the members were notified in writing about this manner of voting and no one opposed it and if the Minutes of the Meeting for the resolution passed are signed without any remarks and objections for the purpose by all the members of the Management Board. A person with whom there is a bilateral telephone or another connection guaranteeing the establishment of his/her identity and allowing for his/her participation in the discussion and the passing of resolutions shall be an attendee as well. The voting of this member shall be certified in the Minutes of the Meeting by the person chairing the session.
(4) Beyond the events explicitly indicated in these Articles of Incorporation, the Management Board shall unanimously pass resolutions for:
a. An essential change of the scope of business of the Association;
b. Essential organizational changes;
c. Long-term cooperation of essential significance for the Association or the termination of such cooperation;
d. The passing of a resolution for a motion before the General Meeting about the creation of a branch;
e. Resolutions pursuant to Art. 14, Para. 2 of the Non-Profit Legal Entities Act.

Art. 36. The Management Board shall be obligated periodically to prepare the reporting information anticipated in the Accountancy Act about the activity of the Association with observation of the principles for openness, authenticity and timeliness.

Responsibility of the Members of the Management Board

Art. 37. (1) The members of the Management Board shall bear joint responsibility for their actions by which they harm the interests of the Association and provide guarantee for their management.
(2) Each of the members of the Board may be absolved of responsibility if it is established that he/she does not have any fault for the damages caused.

Chairperson of the Management Board

Art. 38. (1) The Management Board shall assign the management of the Association to one of its members – the Chairperson of the Management Board. He / She shall be obligated at any time promptly to report to the Management Board about the circumstances occurred which are of essential significance for the Association.
(2) The Chairperson of the Management Board shall be entitled to perform all actions and transactions related to the activities of the Association, to represent it and to authorize other persons for the performance of certain actions. The Chairperson of the Management Board shall not be entitled to expropriate and to encumber with burdens real estate properties of the Association unless he/she was authorized explicitly to do that by the Management Board.
(3) The Chairperson of the Management Board shall:
a. Organize the performance of the resolutions of the Management Board;
b. Organize the activities of the Association, implement its operational management, provide for the management and preservation of its property;
c. Conclude the employment contracts with the employees of the Association except with those who are appointed by the Management Board;
d. Represent the Association and perform the functions assigned to him/her by the Management Board.
e. Promptly report to the Management Board about essential circumstances concerning the activities of the Association.

V. ANNUAL BALANCING OF ACCOUNTS

Documents for the Annual Balancing of Accounts

Art. 39. Annually by the end of the month of February the Management Board shall draw up an annual financial statement for the past calendar year and a report on the activities and shall present them to independent auditors in the events anticipated by the law.

Contents of the Statement on the Activity

Art. 40. (1) The course of the activity and the condition of the Association shall be described and the annual financial statement shall be clarified in the report on the activities.
(2) A Report on the Activities of the Association with the contents stipulated in Art. 40, Para. 2 of the Non-Profit Legal Entities Act shall be prepared within the term pursuant to Para. 1. The Report on the Activities shall be public. The announcement about its development as well as about the place, the time and the manner for acquaintance with it shall be published in the Bulletin of the Central Register.
(3) Annually by 31 May the Management Board shall declare for entry into the Central Register of information about the activities of the Association during the preceding year and shall present the documents indicated in Art. 46, Para. 2 of the Non-Profit Legal Entities Act.

Appointment of Independent Auditors

Art. 41. (1) In events when the law requires the conduct of a compulsory independent audit, the registered auditors shall be determined by the General Meeting.
(2) When the General Meeting has not elected a registered auditor up to the expiration of the calendar year, he/she shall be appointed by the Management Board.

Acceptance of the Annual Balancing of Accounts

Art. 42. The annual financial statement, the Report on the Activities and the Registered Auditor’s Report shall be accepted by the Management Board, after which they shall be submitted for discussion to the regular General Meeting convened for the purpose.

Compulsory Accounting Information

Art. 43. In conformity with the provisions of the Accountancy Act, the Association shall prepare accounting information with observation of the principles for openness, authenticity and timeliness.

Dividends

Art. 44. The Association shall not distribute a profit.

Books of the Company

Art. 45. (1) Minutes of the Meetings shall be kept for the sessions of the General Meeting and of the Management Board, which shall cover the discussions conducted, the proposals and statements made and the resolutions passed. The Minutes of the Meetings shall be authenticated by the signatures of the Chairperson of the relevant body and of the Minutes Keeper and shall be bound into special books. The Books shall be kept by the Chairperson of the relevant body. The members of the Association and the members of the Management Board may get acquainted with the contents of the Minutes of the Meetings Books and receive transcripts or extracts from the Minutes of the Meetings.
(2) The Association shall keep a book of its members, which the names and the addresses of all the members, their PINs, their professions and their occupations shall be entered into as well as the title, the headquarters and the management address, UIC (Unified Identification Code) and BULSTAT of the members – legal entities.

VI. DISSOLUTION AND LIQUIDATION

Grounds for Dissolution

Art. 46. The Association shall be dissolved:

46.1. By a resolution of the General Meeting;
46.2. At its being declared in insolvency;
46.3. By a Decision of the Regional Court with regard to the headquarters of the Association in the events stipulated by the Non-Profit Legal Entities Act;

VII. LIQUIDATION

Art. 47. (1) At the dissolution of the Association a liquidation shall be made in compliance with the provisions of the law except in the events of transformation of the Association. With regard to the insolvency, respectively bankruptcy, the procedure for liquidation and the powers of the liquidator the provisions of the Commercial Code with observation of the requirements of Art. 43 and Art. 44 of the Non-Profit Legal Entities Act shall be respectively applied.
(2) The liquidation shall be performed by the Management Board or by a person appointed by it and in the events of Art. 13, Para. 4 and Art. 14, Para. 3 of the Non-Profit Legal Entities Act the liquidator shall be appointed by the Regional Court with regard to the headquarters.
(3) The liquidator shall be obligated to satisfy the creditors of the Association from the available monetary funds and if this is impossible – through encashment first of the movable and then of the immovable property of the Association. The liquidator shall not be entitled to assign property to the persons pursuant to Art. 43, Para. 2 of the Non-Profit Legal Entities Act.
(4) The property which remained after the satisfaction of the creditors shall be presented by a decision of the Court to a non-profit legal entity, determined to implement socially useful activities with the same or close to the Association non-profit objective. If the property is not presented in accordance with this procedure, it shall be handed over to the municipality with regard to the headquarters of the Association dissolved.

VIII. TRANSITIONAL AND FINAL PROVISIONS

Art. 48. Amendments in these Articles of Incorporation may be made in accordance with the procedure anticipated in them and in the Non-Profit Legal Entities Act.

Art. 50. The provisions of the general Bulgarian civil legislation and the provisions of the Non-Profit Legal Entities Act shall be applied with regard to the interpretation or the application of the provisions of these Articles of Incorporation.
These Articles of Incorporation were unanimously adopted by all the constitutors who attended the Constituent Assembly of Non-Profit Association Council of the Women in the Business in Bulgaria held on 01.10.2013 in the city of Sofia, in witness whereof the same affixed their signatures under these Articles of Incorporation.
CONSTITUTORS: SIGNATURE:
Date: 01.10.2013