Articles of Incorporation of a non-profit association

ARTICLES OF INCORPORATION

OF

A NON-PROFIT ASSOCIATION

 

Council of Women in Business in Bulgaria

 

Adopted at a constituent assembly,

Held in the city of Sofia

on 01/10/2013

 

Amended at a general assembly,

Held in the city of Sofia, on 10/09/2015.

Amended by virtue of a resolution of the general assembly of 05/12/2017,

 

Amended by virtue of a resolution of the general assembly of 18/06/2018,

 

Amended by virtue of a resolution of the general assembly of 15/06/2022,

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

 

Status

Article 1. (1) The Association is 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 is defined as an independent, non-political, voluntary, civil organization, uniting natural persons and legal entities on the grounds of public and professional interest.

(3) The Association shall be responsible for its liabilities with its property.

(4) The Association members shall not be personally responsible for the liabilities of the Association.

(5) The members shall be responsible for making the due financial (membership) contributions.

 

Name

Article 2.         (1) The name of the Association is “Съвет на жените в бизнеса в България”, written in Bulgarian language.

(2) The name may also be written in English in the following manner:  “Council of the Women in the Business in Bulgaria”, abbreviated “CWBB”; the two names shall have equal legal value.  In international communications and correspondence the English name shall be used.

(3) The name of the Association along with information about the headquarters and the management address and BULSTAT shall be indicated in the documents that are part of the correspondence of the Association.

(4) (repealed – GA, 15/06/2022)

(5) (new – GA, 18/06/2018) Use of the logo of the Council of Women in Business in Bulgaria.

The logo of the Council may be used by specific groups of members and partners of the Association in the following cases:

• When it is put in an electronic signature, adding:
• Member of
• Associated member of
• Partner of
• When it is used on papers, brochures, a website, invitations, etc.; when organizing events, only after obtaining written confirmation by the Management Board.

Headquarters and Management Address

Article 3. The headquarters address and management address of the Association is: city of Sofia, 1309, Ilinden Municipality, 2 Kukush Street.

Term

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

Determination of the Activity

Article 5. The Association conducts activities in the public interest comprising establishing and promoting good practices, exchange of experience and transfer of know-how, organizing lectures and forums aimed at supporting the development and establishment of professional values in career and personal development of children, young people and young professionals.

Article 6. The main objectives of the Association are:

 

6.1. Establishment and promotion of good practices and experience in career development and growth of women;

6.2. Development and establishment of professional values in civil society, education, science, culture, engineering and technologies;

6.3. Support of underprivileged children and young people for the continuation of their education and professional development;

6.4. Support for social and personal fulfillment of children, young people and young professionals;

6.5. Promotion of good practices and programs for encouraging the professional development of women in small- and medium-sized business and their growth in managerial positions;

6.6 Support of young specialists to return to Bulgaria;

6.7 Promotion and fostering of awareness of the opportunities for professional development and in particular recognizing the “Manager” position in the country;

6.8 Support for projects and initiatives aimed at business recognition and development of talents in various professions;

Main Objectives of the Association

Means for the Attainment of the Objectives of the Association

Article 7. The means by which the Association shall attain its objectives are:

7.1.   Organizing, conducting, participating and supporting scientific, scientific and practical, scientific and applied and other national and international forums and conferences related to the activities of the Association;

• Organizing classes, courses, forums, trainings, lectures and other events 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;
• Initiating surveys on gender equality related to remuneration and opportunities for professional growth;
• Initiating exchange of good practices and joint projects with other national and international non-governmental organizations with a similar objective and activity;
• Interacting with state authorities, public organizations and similar associations in the country and abroad. Membership in international non-profit organizations with similar objectives and scope of business;
• Implementing 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 by Bulgarian or foreign natural persons or legal entities.
• Issuing relevant auxiliary editions with a view to providing training, raising awareness and exchanging good practices amongst the target groups.; Issuing certificates for participation in the training events organized and conducted by the Association for the target group.
• Stimulating international cultural exchange and cooperation in training, additional activities and professional development

IА. BRANCHES (new – GA, 15/06/2022)

 Article 7а.       (1) The Association may have branches. A branch may be established in towns where at least 5 (five) members of the Association – legal entities or natural persons respectively, have their headquarters and/or address.

(2) The branch shall be established by virtue of a decision of the Management Board, which was unanimously adopted by all members.

(3) The branch manager shall be appointed by the Management Board by a simple majority and shall represent the Association for the purposes of the branch activity.

(4) The name of the Association branches shall be formed by adding ”branch” to the name of the Association and the town where the headquarters of the branch are.  The branch name may include its scope of business, too.

II. MEMBERSHIP

Membership Rights and Obligations

Article 8.         (1) Membership in the Association shall be voluntary and shall not prevent the members from participating in other organizations.  Legally capable natural persons of legal age and legal entities with an indicated representative are eligible for membership; they shall be united by common interests irrespective of gender, age, political views and religious beliefs, education and social status, and willing to contribute to the attainment of the objectives of the Association.

(2) The Association members are admitted by the Management Board, which shall accept internal rules regulating the procedure and conditions for admitting new members according to the types of membership and the criteria set herein.

(3) Types of membership:

1. Full membership – a full member of the Association may be each natural person or legal entity that shares the objectives of the Association and the means to attain them, complies with its Articles of Incorporation and regularly pays a membership fee.
2. (amended – GA, 15/06/2022) Associated membership – an associated member of the Association may be a natural person, successfully graduated from the Leadership Academy or another training format organized by the Association. The associated members do not have the full members’ rights to participation in the management and the voting rights in the Association bodies. They shall be entitled to be informed of meetings, working groups and projects of the Association and to participate in them. Associated members shall pay a membership fee determined by the Management Board.
3. Honorary membership – an honorary member of the Association may be a person with special merit in attaining the objectives of the Council that has contributed to strengthening reputation and good image of the Association. The honorary membership is with unlimited term, without an obligation for payment of a membership fee. It is granted by virtue of a decision of the Management Board, which can be initiated by each full member of the Association.
4. (new – GA, 18/06/2018) A partner of the Council of Women in Business in Bulgaria – a person or organization, that has the same ideas and beliefs as the main objectives set by the Articles of Incorporation of the Council, which, however, cannot be a full member of the Council for a valid reason, while being willing to:
5. Support the initiatives, projects and programs of the Council;
6. Work for the introduction, promotion and dissemination of good practices for equality, life-long learning and equal opportunities for career development and access to better working conditions and remuneration;
7. Be an ambassador of successful examples and practices and disseminate information about them in the corporate environment and the public life in Bulgaria.

A partnership of the Council of Women in Business in Bulgaria is a membership without a fixed term; it is granted by virtue of a decision of the Management Board and does not entail an obligation for payment of a membership fee. It involves undertaking an initiative/commitment to support the activities and programs of the Council using resources at the partner’s discretion. Partners do not have a voting right is GAs, but they can attend the GAs and participate in the discussions. Partners have the right to receive information and invitations for all events, projects and initiatives of the Council and participate in them.

Article 9. Each full member of the Association has the right:

• To participate in the activity of the Association, the operations of the General Assembly and the events conducted by it;
• To elect and be elected for the management and controlling bodies;
• To exercise control over the work of the Association and the management bodies;
• To be informed of the activity and participate in the initiatives of the Association;
• To submit for consideration to the Management Board proposals and opinions on issues concerning the activities of the Association and to attend their consideration and discussion;
• To make use of the representation, protection, results of the activity and the opportunities of the Association;
• To make use of the property, material resources, funds, information and other services and results of the activity of the Association under conditions and following a procedure determined by the General Assembly;

Article 10. Each full member of the Association shall be obliged:

• To pay an annual membership fee in the amount and in accordance with the procedure stipulated herein;
• To observe the provisions hereof, to work for attaining the objectives of the Association and to implement the decisions of the management bodies;
• To participate in the activities of the Association and to work for attaining its objectives;
• To work for increasing the property of the Association and for enhancing its public prestige.

Article 11. The membership rights and obligations shall not be transferable and shall not pass onto other persons in the event of death or termination of the membership.  The right to exercise full membership rights of the legal entities, members of the Association, may be provided to another person through authorization certified by a signature of the Manager and a seal of the organization.  As far as the natural persons who are full members of the Association are concerned, the exercise of membership rights may be transfered through authorization by means of a Power of Attorney with a notarial certification of the signature.

Acquisition of full membership

Article 12.       (1) Any prominent Manager or representative of an organization with experience and corporate culture who supports the objectives of the Association may be an applicant for a full member of the Association.  In order to become a member, an application in free wording shall be filed stating the contribution the membership applicant would make to the attainment of the objectives of the Association. The person shall indicate any 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 announce its decision at its first session after the receipt of the application.

(2) Applications of legal entities shall be accompanied by documents which shall certify the representative power of the person who signed the application and description of the activity of the legal entity.

(3) The members shall be issued a membership document ratified by the Management Board.

Termination of Membership

Article 13.       (1) Membership shall be terminated:

• By a unilateral declaration to the Management Board;
• By placement under full judicial disability;
• By expulsion;
• By the dissolution of the Association or the legal entity that is member of the Association;
• In the event of dropping out.

(2) In the event of termination of membership, the Association shall not return the property contributions made.

(3). (supplemented – GA, 15/06/2022) The decision for expulsion shall be made by the Management Board of the Association in the event of a fault which makes further membership incompatible.  It is possible to appeal against the decision for expulsion before the General Assembly of the Association.

Behavior which makes membership incompatible comprises:

• Actions in breach with the Articles of Incorporation, the Code of Ethics or other internal documents of the Association;
• Failure to pay any entry or additional fees, with regard to which the Management Board or the General Assembly had taken a decision;
• Deliberate actions against the interest of the Association;
• Other actions that are harmful for the good reputation of the Association.

(4) (amended – GA, 15/06/2022) Membership in the Association shall drop out if the determined financial contributions are not paid and/or if there is a systematic lack of participation in the activity of the Association. The dropping out shall be ascertained in documents and the membership shall be terminated by virtue of a due decision following the procedure below.

(5) (new – GA, 15/06/2022) In the event of more than a 3-month delay of payment of the entry and/or any financial contribution, the dropping out of membership shall be automatic as per these Articles of Incorporation and the membership relation shall be terminated by virtue of decision of the Management Board.

(6) (new – GA, 15/06/2022) The relevant circumstances shall be ascertained by the Executive Director, who reports at the next meeting of the Management Board. The Management Board may determine a new suitable term for the entry and/or annual financial fee to be paid. This term may not exceed 3 (three) months and after it expires, the membership relation shall be permanently terminated.

(7) (new – GA, 15/06/2022) During the period of delay, the Association member shall not be allowed to participate in the activities of the management bodies of the Association or to exercise its rights hereunder.

III. PROPERTY

Property

Article 14. (1) The property of the Association comprises cash funds, real estate properties, possessions, real rights, rights of use, intellectual property rights 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 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

Article 15. (1) All the members of the Association shall be obligated to make financial 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, before March, 31st, of the respective year.  The term for depositing the membership fee shall be up to the 10th day of the month following the month during which the natural person or the legal entity was admitted 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 virtue of a resolution of the General Assembly, 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 Assembly.  In its decision, the General Assembly shall determine the objective, the amount and the manner of collection of the contributions.  The decision shall be adopted by a majority of 2/3 (two thirds) of the votes of the members of the Association attending the relevant General Assembly.

(4) Proceeds from economic activity of the Association provided for herein.

(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 granted by 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 article 38, paragraph 1 of the Non-Profit Legal Entities Act.

Economic Activity

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

• Publishing activity – preparation, issuance and dissemination of printed materials;
• Conference activity – workshops, trainings, conferences, discussions, exhibitions, festivals, shows, competitions and other events;
• Advertising activity;
• Organization of concerts, bazaars, exhibitions, competitions, events of entertaining nature;
• Organization of training courses depending on the needs of the target group defined by the General Assembly of the Association;
• Organization of courses for additional training on subjects studied in secondary schools;
• Organization of courses for professional orientation and vocational qualifications;
• Consulting activity;

(2) The Association may not carry out economic activities which are not related to the scope of business stipulated herein and it shall use the generated income for the purposes of attaining its objectives.

(3) The Association shall not allocate profits.

(4) The economic activity carried out shall be in compliance with the conditions and the procedure stipulated by the Commerce Act, the Accountancy Act and the tax acts.

(5) Carrying out and controlling the economic activity performed shall be assigned to the Management Board of the Association.

(6) The General Meeting shall take a motivated decision with qualified majority of 2/3 of all its members for the free spending of the property of the Association to the benefit of the persons pursuant to article 41, paragraph З of the Non-Profit Legal Entities Act.

(7) (amended – GA, 15/06/2022) The Association shall elect the persons and the ways for rendering assistance to them depending on its objectives and financial capacity, in conformity with the announced procedure and the rules for the implementation of the activity.

(8) (amended – GA, 15/06/2022) The Association may not conclude transactions with the persons referred to in article 41, paragraph 3, item 1 of the Non-Profit Legal Entities Act., or with legal entities where the said persons are managers or may impose or hinder the taking of decisions, unless the transactions are explicitly in favor of the Association or are concluded under general terms and conditions announced publicly.

Coverage of Losses

Article 17. In event of losses as per the annual balance sheet the General Assembly may adopt a resolution for their coverage through additional contributions from the members of the Association.  The resolution shall be adopted 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

Article 18.       The General Assembly and the Management Board shall be the bodies of the Association.

Composition of the General Meeting

Article 19.       (1) The General Assembly shall be the collective supreme body of the Association.

(2) All full members of the Association shall participate in the General Assembly.  The members of the Association shall participate in the General Assembly in person or through a representative.

(3) The General Assembly of the Association shall be convened at least once a year.

Representation

Article 20.       (1) The members that are legal entities shall be represented in the General Assembly by their legal representatives or a person explicitly authorized for the purpose.

(2) Only 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 Assembly of the Association and they may be issued for a limited or an unlimited number of sessions of the General Assembly.

(4) The proxies shall not be entitled to rе-authorize third persons with their rights.

(5) (amended – GA, 15/06/2022) One person may represent up to three members of the General Assembly.

Competence of the General Meeting

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

Article 21.       (1) The General Assembly shall:

• Amend and supplement the Articles of Incorporation of the Association;
• Adopt other internal acts;
• Transform and dissolve the Association;
• Elect and dismiss members of the Management Board;
• Appoint and dismiss registered auditors;
• Approve the annual financial statement;
• Appoint the liquidators at the dissolution of the Association except in event of insolvency;
• Review complaints against decisions of the Management Board for termination of membership;
• (repealed – GA, 15/06/2022)
• Accept the main guidelines and programs for the activity of the Association;
• Accept the budget of the Association;
• Accept the report on the activities of the Management Board;
• Repeal decisions of the Management Board when they are in conflict with the law and the Articles of Incorporation of the Association;
• Absolve the members of the Management Board of responsibility;
• Repeal decisions 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;
• The rights pursuant to Art. 21.1., Art. 21.3., Art. 21.4., Art. 21.5, Art. 21.6, Art. 21.10, Art. 21.12 and Art. 21.15. may not be assigned to other bodies of the Association;
• The resolution of the General Assembly shall be mandatory for the other bodies of the Association;
• The resolutions of the General Assembly shall be subject to judicial control with regard to their conformity with the law and compliance with the Articles of Incorporation;
• The decisions of the bodies of the Association which were taken in conflict with the law, the Articles of Incorporation or a preceding decision of the General Assembly may be disputed before the General Assembly at the request of the interested members of the Association or of its body sent within a one-month term after they became aware of it, but not later than one year from the date of taking the decision.

Holding a General Meeting

Article 22.       (1) The General Assembly shall be held at least once a year – regular General Assembly. The first General Assembly may be held one month after the incorporation of the Association at the latest.

(2) The General Assembly may be convened at any time by the Management Board – extraordinary General Assembly.

(3) (new – GA, 15/06/2022) In the event of an emergency situation in the country or another event of extraordinary nature which makes it impossible for the members of the Association to come together at one place, the General Assembly may be held remotely, in a video conference through telecommunication means.

(4) (new – GA, 15/06/2022) The holding of a remote General Assembly shall be announced in the invitation for convocation of a General Assembly. A link to the video conference and connection instructions shall be sent to all members of the Association via e-mail, at least 3 (three) days prior to the General Assembly.

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

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

List of Attendees

Article 25. (1) A list of the members attending or their representatives shall be drawn up at the session of the General Assembly.  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 Assembly.

(2) The members who have declared their attendance up to the time of conducting the first voting after the establishment of the availability of quorum shall be included in the list.

Quorum

Article 26. The General Assembly may sit if members representing more than half of all the members attend it.  In the event of lack of quorum, the session shall be postponed by an hour 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

Article 28. A member or his/her representative may not participate in the voting related to:

• Lodging claims against him/her;
• Undertaking actions or rejection of actions for fulfilling his/her responsibility to the Association.
• 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
  

  Majority

  Article 29. (1) The resolutions of the General Assembly shall be adopted 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 article 17, article 21.1., and article 21.3.

• Legal entities in which he/she is a Manager or may impose or prevent the taking of a decision.

Resolutions

Article 30. (1) The General Assembly may not pass resolutions concerning issues which were not published in the invitation.

(2) The resolutions of the General Assembly 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

Article 31.       (1) Minutes of the Meeting shall be kept for the session of the General Assembly 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 Assembly 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 Assembly shall be attached to the Minutes of the Meeting.

(3) Each member who attended the General Assembly shall be entitled to require and keep track of the precise recording of the resolutions in the Minutes of the Meeting.

Management Board

Article 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 Assembly for a term of 3 (three) years.

(3) (amended – GA, 10/09/2015) The Management Board shall consist of between 3 (three) and 11 (eleven) 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). (amended – GA, 15/06/2022) The members of the Management Board may be elected for two consecutive mandates of the Management Board at the most, excluding the first mandate as per the previous paragraph. The Management Board members shall have the right and obligation to continue conducting their functions after the expiry of their mandate until new Management Board members are elected.

(7) (new – GA, 15/06/2022) For the purposes of ensuring continuity in the activities and development of the Association, a member of the Management Board who has had the maximum number of subsequent mandates in the capacity of a Chairperson, shall have the right to be elected for one additional mandate as a member of the Management Board.

(8) (previous paragraph 7 – GA, 15/06/2022) A member of the Management Board shall be obliged to participate in the sessions of the Management Board. Failure to attend three subsequent meetings without informing the Chairperson of the Management Board of a valid reason shall be considered refusal to carry out the obligations. In this case, as well as in the event of submitted explicit request by a member of the Management Board to be dismissed, the Chairperson of the Management Board shall file a proposal to the General Assembly for his/her dismissal and for accepting a new member until the respective mandate is over.

(9) (new – GA, 15/06/2022) Proposals for new members of the Management Board shall be made by members of the Association in writing, using a nomination template approved by the Management Board. The nomination template shall be signed by the Association member making the nomination, by at least 2 (two) other members who support the nomination and by the nominated member. Proposals shall be sent to the Management Board or the Executive Director of the Association at least 2 (two) days prior to the General Assembly date.  No nominations shall be accepted on the date of conducting the General Assembly.

Article 33. The members of the Management Board or the individuals representing legal entities that are members of the Board shall:

• Have permanent residence address in Bulgaria;
• Have suitable professional qualification and experience;
• Not be convicted of deliberate general crime and sentenced to imprisonment.

Rights and Obligations of the Management Board

Article 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 decisions, 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 rules for its work and shall elect a Chairperson and a 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 ensure the management and the preservation of the property of the Association.

(7). (supplemented – GA, 15/06/2022) The Management Board shall admit and dismiss members of the Association, accept the organizational and managerial structure, the procedure for appointment and dismissal of the personnel, the rules for remuneration and other internal rules of the Association.

(8) The Management Board shall take decisions 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) (supplemented – GA, 15/06/2022) The Management Board shall take a decision for the Association to establish and participate in commercial enterprises as per the requirements and the terms and conditions of the Commerce Act and to participate in other organizations, as well as to open and close branches.

(10) The Management Board shall determine the procedure and shall organize the activity of the Association.

(11) The Management Board shall prepare and submit to the General Assembly a report on the activities of the Association.

(12) The Management Board shall prepare and submit to the General Assembly a draft budget.

(13) The Management Board shall ensure the implementation of the resolutions of the General Assembly.

(14) The Management Board shall discuss and settle any other issues with the exception of those which are within the competence of the General Assembly.

Quorum and Majority

Article 35. (1) The Management Board shall take decisions 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 decisions shall be made by ordinary majority except in the events stipulated in article 34, paragraph 8 and paragraph 9 of the Articles of Incorporation which shall be taken by majority of all the members.

(3). (supplemented – GA, 15/06/2022) The Management Board may take decisions also in a non-attendance manner if all the members were notified in writing about this manner of voting and no one objected to it and if the Minutes of the Meeting regarding the taken decision are signed without any remarks and objections against it by all the members of the Management Board.  An attending member is also each 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 taking of decisions. The voting of this member shall be certified in the Minutes of the Meeting by the person chairing the session. When a session is conducted by means of conference or telephone connection, the access data shall be included in the invitation.

(4) Beyond the events explicitly indicated herein, the Management Board shall unanimously take decisions for:

1. An essential change of the scope of business of the Association;
2. Essential organizational changes;
3. Long-term cooperation of essential significance for the Association or the termination of such cooperation;
4. (amended – GA, 15/06/2022) Opening and closing a branch;
5. Decisions pursuant to article 14, paragraph 2 of the Non-Profit Legal Entities Act.

Article 36. The Management Board shall be obligated to regularly prepare the reporting information provided for in the Accountancy Act about the activity of the Association in accordance with the principles for openness, authenticity and timeliness.

Responsibility of the Members of the Management Board

Article 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

Article 38. (1) The Management Board shall assign the management of the Association to one of its members – the Chairperson of the Management Board.  At any time he / she shall be obligated to promptly report to the Management Board about any circumstances 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:

1. Organize the performance of the decisions of the Management Board;
2. Organize the activities of the Association, carry out its operational management, ensure the management and preservation of its property;
3. Conclude the employment contracts with the employees of the Association except with those who are appointed by the Management Board;
4. Represent the Association and perform the functions assigned to him/her by the Management Board.
5. 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

Advisory Board (new – GA, 15/06/2022)

 

Article 38a. (1) The Advisory Board shall comprise between 3 (three) and 5 (five) members. Members of the Association who are no longer eligible to be elected for the Management Board because of reached maximum number of consecutive mandates can participate in the Advisory Board.

(2) The Advisory Board shall be elected by the Management Board,

(3) The Advisory Board supports the activity of the Management Board by proposing advisory support, guidelines for the Association development, by encouraging policies, providing assistance for the organization and running of projects and initiatives both for expanding the Board’s activity and for international cooperation.

(4) The members of the Advisory Board shall participate in meetings of the Management Board once every three months in an advisory capacity.

Executive Director (new – GA, 15/06/2022)

 

Article 38b. (1) The Executive Director shall be elected by the General Assembly of the Association following a nomination by the Management Board. The Executive Director is ex-officio a member of the Management Board.

(2) The Executive Director shall conduct all current actions related to the operational management of the Association, within the provisions hereof, observe the compliance with the main guidelines for the activity of the Board determined by the General Assembly and the Management Board.

(3) The Executive Director shall have the following powers:

• To manage the administrative activity of the Association and to attend to the operational matters of the Management Board and the Chairperson of the Management Board;
• To draw up the budget of the Association and exercise on-going control over its performance;
• To represent the Association before third parties in Bulgaria and abroad, provided that he/she is explicitly authorized by the Chairperson of the Management Board;
• To organize the execution of resolutions of the General Assembly, Management Board and the Chairperson of the Management Board;
• To suggest projects to the Management Board for programs of the Board in line with its objectives;
• To propose projects related to the organizational structure and staff of the Association for approval by the Management Board;

(4) The Management Board may assign the Executive Director the representation of the Association with full scope of representative power. In this case, the Chairperson of the Management Board and the Executive Director may represent the Association jointly and severally, unless the Management Board decides otherwise.

Alumni Club (new – GA, 15/06/2022)

 

Article 38c.     (1) The Alumni Club is a community of graduates of the Leadership Academy “Successful in Bulgaria” organized by the Council of Women in Business in Bulgaria. Its purpose is to support the Association in organizational, project- and staff-related terms by ensuring  constant connection between the participants – mutual support by providing ideas,  sharing expertise, joint projects and partnerships.

(2) Everyone who has graduated from the Leadership Academy and has successfully completed the procedure for membership application is eligible to be a member of the Alumni Club, as well as all speakers and trainers in the program.

(3) The operational management of the Alumni Club shall be carried out by a Management Board and a Chairperson elected amongst its members.

(4) Membership in the Alumni Club is voluntary and does not exclude the opportunity to participate in other organizations.

 

Working Groups (new – GA, 15/06/2022)

Article 38d. By virtue of a decision of the Management Board working groups may be organized in the Association to support its activity in various fields. Members of the working groups may be members of the association – individuals or representatives of members that are legal entities. The heads of the working groups shall be elected by the Management Board with a mandate of 1 year. They may take this position for no more than two consecutive mandates.

ANNUAL BALANCING OF ACCOUNTS

Documents for the Annual Balancing of Accounts

Article 39. (amended – GA, 15/06/2022) Every year, by the end of the month of April 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 provided for by the law.

Contents of the Statement on the Activity

Article 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) (amended – GA, 15/06/2022) A Report on the Activities of the Association with the contents stipulated in article 40, paragraph 2 of the Non-Profit Legal Entities Act shall be prepared within the term pursuant to article 39 hereof.  The Report on the Activities shall be public.  It shall be requested to have the Annual report on the activities and the financial statements of the Association announced in the Register of NPLE with the Registry Agency.

(3) (repealed – GA, 15/06/2022)

Appointment of Independent Auditors

Article 41. (1) In events when the law requires a compulsory independent audit, the registered auditors shall be appointed by the General Assembly.

(2) When the General Assembly has not elected a registered auditor before the end of the calendar year, he/she shall be appointed by the Management Board.

Acceptance of the Annual Balancing of Accounts

Article 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 Assembly convened for the purpose.

Compulsory Accounting Information

Article 43. In compliance with the provisions of the Accountancy Act, the Association shall prepare accounting information in accordance with the principles for openness, authenticity and timeliness.

Dividends

Article 44. The Association shall not distribute a profit.

Books of the Company

Article 45. (1) Minutes of the Meetings shall be kept for the sessions of the General Assembly and of the Management Board, which shall cover the discussions conducted, the proposals and statements made and the decisions taken. 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 Meetings Books and receive transcripts or extracts from the Minutes of the Meetings.

(2) The Association shall keep a book of its members, with the names and the addresses of all the members, their personal numbers, profession and occupation, as well as the name, headquarters and management address, UIC (Unified Identification Code) and BULSTAT of the members that are legal entities.

Code of Ethics (new – GA, 15/06/2022)

Article 45а. (1) All members of the Association, its management bodies and other internal structures shall follow a Code of Ethics in their everyday activity which shall be adopted by the Management Board.

(2) As of the time of being admitted as a member of the Association, each member shall comply with the rules and principles of the Code of Ethics. Each deviation or violation thereof shall be grounds for termination of membership and dismissal from the Council.

VI. DISSOLUTION AND LIQUIDATION

Grounds for Dissolution

Article 46. The Association shall be dissolved:

 46.1. By virtue of a resolution of the General Assembly;

 46.2. In case of insolvency;

 46.3. By virtue of a decision of the competent Regional Court according to the headquarters of the Association in the events stipulated by the Non-Profit Legal Entities Act;

VII. LIQUIDATION

Article 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 shall be applied in accordance with the provisions of the Commercial Act while observing the requirements of article 43 and article 44 of the Non-Profit Legal Entities Act.

(2) The liquidation shall be performed by the Management Board or by a person appointed by it; in the events of provided for in article 13, paragraph 4 and article 14, paragraph 3 of the Non-Profit Legal Entities Act the liquidator shall be appointed by the competent Regional Court according to the headquarters.

(3) The liquidator shall be obliged to pay the creditors of the Association using the available monetary funds and if this is impossible – by selling the movable and then the immovable property of the Association.  The liquidator shall not be entitled to transfer property to the persons pursuant to article 43, paragraph 2 of the Non-Profit Legal Entities Act.

(4) The property which is left after the payment to the creditors shall be presented by virtue of a decision of the Court to a non-profit legal entity, which is determined to conduct activities to the benefit of the community, with a non-profit objective which is the same or similar to the objective of the Association.  If the property is not presented in accordance with this procedure, it shall be handed over to the municipality where the headquarters of the Association are located.

VIII. TRANSITIONAL AND FINAL PROVISIONS

Article 48. Any changes hereto may be made in accordance with the procedure provided for herein and in the Non-Profit Legal Entities Act.

Article 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 application of the provisions hereof.

These Articles of Incorporationwere unanimously adopted by all the constitutors who attended the Constituent Assembly of Non-Profit Association “Council of Women in Business in Bulgaria” held on 01.10.2013 in the city of  Sofia. They have affixed their signatures on these Articles of Incorporationin order to certify the above.

 

These Articles of Incorporation have been amended by virtue of a resolution of the General Assembly held in the city of  Sofia, on 10/09/2015, on 05/12/2017, on 18/06/2018 and 15/06/2022. The Chairperson of the Management Board affixed her signature hereunder in order to certify this circumstance.

 

15/06/2022                                                               Chairperson of the MB: ________________

(Tsvetanka Mintcheva)