ARTICLES OF ASSOCIATION
Association of Domestic ELECTRICAL Equipment Manufacturers in Bulgaria,
A non-profit association determined for pursuing activities for private benefit
These Articles of Association are adopted on 25.11.2013 by the General Assembly.
I. GENERAL PROVISIONS
Art. 1. Name
- The association’s name is “Association of Domestic ELECTRICAL Equipment Manufacturers in Bulgaria”, a non-profit association determined for pursuing activities for private benefit, hereinafter called the Association.
- The Association is a non-profit legal entity determined for pursuing activities for private benefit according to the provisions of the Non-Profit Legal Entities Act.
Art. 2. Domicile and address of the Association
The domicile of the association is Sofia, Bulgaria, Sofia Park, Building 16 V, Office 2.1., Floor 2.
Art. 3 The Association is established for an unspecified term.
Art. 4. Main objectives:
- To protect the interests of its members along with the protection of consumers and the environment;
- To promote good practices and expert knowledge for the products – domestic electrical equipment;
- Cooperation for the purpose of improving the legislative, regulatory and public framework for the business concerning the production and trade with electrical domestic equipment.
- To support the promotion and development of further know-how in domestic electrical equipment and research in cooperation with universities and scientific institutions and to encourage the distribution of expert knowledge whereby to create conditions for sustainable development in this field. On this basis to enlarge support for the use of the manufactured high-technology products.
- To provide a forum for its members to reach a consensus on issues of common interest such as product/process standardization and to call for initiatives for amendments both on national and EU regulations. In this regard to be a medium of communication between its members and the European Committee of Domestic Equipment Manufacturers with a permanent seat in Brussels, Belgium (hereinafter referred to in short as CECED – Brussels).
- To represent and protect the common interests of its members before national governmental and local authorities and bodies and third parties.
- To provide expert knowledge on subjects of common interest in favor of its members, to conduct market research, analyses and to involve experts.
- To discuss in the media its position on important issues of domestic electrical equipment manufacturing and trade and best production practices.
- To encourage competition in favor of public interest. The association shall refrain from and shall make efforts to prevent agreements of any kind between companies, decisions of associations of companies, as well as coordinated practices between companies, which aim at or could result in preventing, limiting or violating the competition on the market of electrical domestic equipment.
Art. 5. Means for attaining the objectives:
- Limitations on the means for attaining the objectives may be set forth only by law.
- The Association will use all means allowed save the limitations imposed by law.
Art. 6. Subject of the Association’s activity
The main subject of the Association’s activity is:
- Provides conditions for the exchange of opinions among the members of the Association and for the coordination of common positions and actions for handling problems and assertion of the collective interests of its members;
- Organizes discussions and provides opinions on amendments of laws and regulations related to the manufacturing and trade of domestic equipment.
- Organizes the conduct of surveys and analyses of the status and trends of the market for domestic equipment in Bulgaria and abroad; provides legal comparison of the laws in force in the branch and informs the members on the results achieved, supports introducing best practices among its members and on the market.
- Provides conditions for information exchange in between consumers and consumer organizations, media and science on matters concerning the attainment of the objectives set by the Association.
- Forms media policy on matters related to members of the Association.
- Association may pursue additional business activity provided it is related to the subject of the basic scope of its activities, and provided the revenues are used for the purpose of attaining the objectives set forth in the Articles of association.
- In order to better represent the interests of its members on the European arena, the Association shall join the European Committee of Manufacturers of Domestic Equipment (CECED- Brussels), and as such, it shall take an active part in the work of CECED and its bodies.
Consequently, the Association and all its duly designated bodies:
(a) shall take decisions in compliance with the standards adopted by CECED- Brussels (CECED Rules, Part III);
(b) shall notify members of the Association about any matters addressed in the CECED- Brussels discussions;
(c) commit themselves to observe and implement all resolutions duly passed by CECED- Brussels, for which the Association had expressed a non-negative vote.
Art. 7 (1) Property of the Association may consist of all rights allowed by law.
(2) Main source of financial means for the Association is property contributions – membership monetary allowance.
III. MEMBERSHIP. RIGHTS AND OBLIGATIONS
Art. 8 Membership
- Members of the Association cane be legal entities – trading companies, manufacturers of domestic electrical equipment in Bulgaria, affiliate companies of direct members of the CECED- Brussels and/ or companies entitled to exclusive trade representation of direct members of the CECED- Brussels in Bulgaria who share the objectives of the association set in the present Articles of Association and comply with its decisions.
- New members are admitted with a decision of the General Meeting of the Association based on a written membership application with enclosed original documents proving their compliance with the special requirements under art. 8., para 1.
- The membership is terminated in the cases provided by the law.
- The General Meeting may decide upon the expulsion of a member of the Association under the hypothesis of art. 22, para 1, p. 3 of the Non-profit Legal Persons Act, on condition that this member acts in violation of the purpose of the Articles of Association, undermines the reputation of the Association or does not fulfill or acts in open contradiction of the decisions of the General Meeting. Other hypotheses for the expulsion of a member are not provided for.
- The dropping out of a member because of non-payment of membership contributions is ascertained in accordance with art. 9, para 4 of the present Articles of Association.
Art. 9. Membership monetary contribution
- The contributions of the members to the benefit of the Аssociation are made as annual membership money contribution. Other contributions are not provided for.
- Upon recommendation by the Managing Board and based on a budget draft for the next year prepared by the Managing Board, the General Meeting takes decision on the amount of annual membership contribution due by the end of January of the relevant year. If until the 31st of December of the current year the General Meeting has not decided on the amount of the membership contribution for the next year, then within the period stipulated in the previous sentence a membership contribution is due in the amount paid the previous year. If the General Meeting later on decides on changing the amount of the membership contribution, in case it is increased, the difference has to be paid by each member within one month as of taking this decision and in case it is reduced, the difference shall be repaid to the members by the Association within the same term. The amount of the membership contribution for the first year is approved at the Founders’ Meeting and has to be paid within a month of entering the Association in the register of the non-profit legal persons.
- The liability of the members is limited to the amount of the membership contribution.
- In case a member of the association fails to pay the membership contribution within the stipulated term, the Managing Board sends him twice a written invitation to fulfill his obligation. The invitations shall be sent in the period from the 1st of February till the 15th of April of the respective year, while the second invitation is sent at least 30 days after the first one is sent. With the second invitation the member is expressly informed that if he fails to pay the membership contribution by the 30th of April of the respective year, then his membership in the association shall be suspended. The invitations shall be sent by mail, per fax or per email to the addresses specified by the respective member in accordance with art. 10, para 2, p. 5 of the present Articles of Association.
- If the member fails to pay the membership contribution by the 30th of April of the respective year despite the invitations sent under the previous paragraph, his membership drops out under art. 22, para 4 of the Non-profit Legal Persons Act. The drop-out is stated in the minutes, drafted by the Managing Board based on the delivered invitations and an excerpt of the bank account of the Association evidencing that the payment has not been received within the stipulated term.
Art. 10 (1) Rights of the members of the Association :
- To appoint natural persons as members of the Managing board of the Association;
- To receive information about all activities of the Association;
- To monitor the work of the Association and its managing bodies;
- To benefit from the assets of the Association as well as from the results of its activities according to the order set by the Articles of Associations herein;
- To participate in and to vote at the General Meeting.
- To make proposals to the Managing Board for convocation of a General Meeting and putting items on the agenda.
(2) The members of the Association are obliged to:
- Perform the duties set in the Articles of Association
- To observe the decisions of the Association bodies;
- Participate in the work carried out by the Association;
- To pay their membership contribution in due time.
- To specify up-to-date addresses (postal addresses, email addresses, telephone and fax numbers) for correspondence. Initially the specified addresses are entered in the Minutes of the Founder’s Meeting and in case of change the respective member has to inform the Managing Board in writing; otherwise all messages sent to the last specified address shall be considered as duly delivered.
Bodies of the Association
Art. 11. The bodies of the association are:
- The General Meeting
- The Managing Board
Art. 12. The General Meeting
- The General Meeting consists of all members of the association.
- The General Meeting of the association takes place minimum once per calendar year within the first six months of the same calendar year (regular General Meeting). The Managing Board sends the members a written invitation for the General Meeting. The invitation letter which has to contain the agenda, the enclosing of which is compulsory, for the meeting shall be sent by post, per fax or email not later than a month prior to the fixed date.
- Each member has the right to one vote in the General Meeting.
- An extraordinary General Meeting can be called forth by the Managing Board or by no less than one third of the members of the association. For the convocation of the meeting art. 13 of the present Articles of Association shall apply.
- The General Meeting shall:
- amend and supplement the Articles of Association;
- adopt other by-laws;
- elect and dismiss the chairman and the members of the Managing Board;
- admit and expel members;
- take decisions for the establishment and the closing of branches;
- take decisions for participation in other organizations;
- take decisions for transformation or dissolution of the association;
- adopt basic guidelines and programs for the activities of the association;
- approve the budget of the association;
- take decisions on the collection and the amounts of the membership or other property contributions;
- approve the report on the activities of the managing board;
- repeal decisions of other bodies of the association, which contradict the law, the Articles of Association or other internal regulations governing the activities of the association;
- take other decisions as well, such as may be provided for by the Articles of Association.
- The rights under paragraph (5), p. 1, 3, 4, 7, 9, 10, 11 and 12 can not be assigned to other bodies of the association. The rights under the other items can be delegated to the Managing Board with a decision of the General Meeting.
- The decisions of the General Meeting shall be binding the other bodies of the association and for the members
- The decisions of the General Meeting shall be subject to judicial control concerning their compliance with the law and with the Articles of Association.
- Decisions of the bodies of the association that are deemed to have been taken contrary to the law, the Articles of Association or preceding decision of the General Meeting, may be challenged before the General Meeting by request of concerned members of the association or by a body of the association, whose request has to be submitted within one month after they have become known, but not later than one year after the date when the decision has been taken.
- The disputes under paragraph (9) may be referred to the court of registration of the association by any member of the association or a body of the association, or by the public prosecutor within one month after they have become known, but not later than one year after the date when the decision has been taken.
Art. 13. Convocation of the General Meeting:
(1) The General Meeting shall be convened by the Managing Board on its own initiative or upon request by one third of the members of the association. Should in the latter case the managing board fail to forward written invitations for convening of General Meeting in accordance with art. 12, para 2 within two weeks, the General Meeting shall be convened by the court by domicile of the association upon a written request made by the concerned members or a person authorized by them.
(2) The invitation shall include the agenda, the date, time and place for holding the General Meeting and reference to the initiators of the meeting.
- The invitation shall be placed by the Managing Board on the board for notifications in the building where the head office of the association is located, and shall be sent to all members by mail, per fax or email at least one month prior to the specified date. The Managing Board has to send the invitation in this manner when the convocation of the General Meeting has been ordered by the court.
Art. 14 Quorum
(1) The General Meeting shall be legitimate if attended by more than two thirds of the total number of the members.
(2) In case of lack of quorum the meeting shall be postponed by one hour and shall be held at the same place and with the same agenda and can be held if more than half of the members are attending.
(3) If in this case also the required quorum is not available, the Managing Board has to fix a date for a new General Meeting with the same agenda not later than two months and to convene it in the manner specified above. For the new General Meeting the provisions of art. 1, para 2 and 3 shall also apply.
Art. 15. Each member of the General Meeting has right to one vote. One person can represent not more than one member of the General Meeting based on a written Power of Attorney. Reassignment of reauthorization is not allowed.
Art. 16 Мajority for taking decisions
(1) Decisions of the General Meeting shall be taken by an ordinary majority of the attending members
(2) Decisions under Article 12, para 5, p. 1 and 7 shall be taken with a majority of two thirds of the attending members.
(3) Decisions cannot be taken on items not included on the agenda announced in the invitation.
Art. 17. The Managing Board
(1) The Managing Board comprises of at least three natural persons. Insofar as the members of the Association are by definition legal entities, each member of the Association can appoint for member of the Managing Board one natural person who is not a member of the association itself.
(2) The members of the Managing Board shall be elected for a term of up to five years. Reelection is allowed. The exact length of the mandate of the members of the Managing Board is determined by the General Meeting with the decision by which they have been elected. If such decision has not been taken at the last ordinary General Meeting, the Managing Board has to convene an extraordinary General Meeting to elect a new Managing Board not later than 2 months after expiry of its mandate. Unless the General Meeting expressly decides otherwise, each newly elected Managing Board enters into its obligations as of the day after the mandate of the preceding Managing Board has expired.
(3) The General Meeting can replace solely a separate member of the Managing Board on the following occasions:
– on the initiative of the respective member;
- on initiative of the member of the association who appointed him;
- on initiative of one third of the remaining members of the association because of non-fulfillment of the obligations.
The replacement is made in accordance with the manner for convocation of an extraordinary General meeting, where in this case the new member of the Managing Board shall in all cases be elected with a mandate not longer than the expiry of the mandate of the remaining members of the Managing Board.
(4) The first composition of the Managing Board consists of three persons – a Chairman and two members and is elected with a two-year mandate.
(5) The General Meeting elects a Chairman and members of the Managing Board.
Art. 18. Rights of the Managing Board
- represents the association and determines the scope of the representative powers of its individual members;
- ensures the implementation of decisions of the General Meeting;
- governs the property of the association in compliance with the requirements of the Articles of Association;
- prepares the draft budget and submits it to the General Meeting;
- prepares report on the activities of the association and submits it to the General Meeting;
- sets forth the procedure and organizes the activities of the association and is responsible for the above;
- determines the address of the association;
- take decisions on all issues which by law or by the Articles of Association are not within the authority of another body;
- performs the duties provided for in the Articles of Association.
Art. 19. The meetings of the Managing Board shall be convened and conducted by the Chairman.
- The Chairman shall be bound to convene a meeting of the Managing Board upon written request of each of its members. If the Chairman fails to convene a meeting within one week, such meeting may be convened by any member concerned of the Managing Board. The meeting shall be convened per fax or email, where the messages between the members of the Managing Board shall be sent to the addresses specified by the member companies of the association, which elected them. In the case of absence of the Chairman the meeting shall be led by a member of the Managing Board, assigned by the latter.
- The Managing Board takes decisions if the meeting is attended by more than half of its members.
- Attendee shall also be considered a person in two-way communication by telephone or otherwise, which guarantees identification of this person and enables its participation in discussions and taking of decisions. The vote of such person shall be certified in the minutes of the meeting by the chairperson of the meeting.
- Decisions of the Managing Board shall be taken by a majority of two thirds of all members of the Managing Board attending the meeting.
- The Managing Board can also take decision without holding a meeting, provided the minutes for the decision taken are signed without remarks and objections by all members of the Managing Board.
Art. 20. The Chairman of the Managing Board shall:
- convene and chair the meetings of the Managing Board;
- organize the Association’s activity in accordance with Bulgarian Non-profit Legal Entities Act, the present Articles of Association and the resolutions of the General Meeting and the Managing Board;
- represent the Managing Board and the Association.
Art.21. The Managing Board elects and appoints a Secretary General of the Association. The Secretary General is not a body of the Аssociation, but is assigned with organizational technical and executive duties in control of the Managing Board and the General Meeting.
Art.22. The Secretary General carries out his activity based on an employment contract signed by the Chairman of the Managing Board on behalf of the Association. The particular functions, rights and obligations of the Secretary General are specified in the job description which is an integral part of the employment contract. The job description of the Secretary General and the requirements for this position are approved by the General Meeting only once and subsequently applied by the Managing Board to the election and appointment of the particular persons on this position.
Art.23. The Secretary General is in charge of the coordination between the Association and the CECED – Brussels.
Art.24. The Secretary General can participate on behalf of the Association in working meetings and other events, organized by the Bulgarian state or local government bodies, institution of the European Union, CECED – Brussels and other international and national NGOs, branch organizations, chambers, associations or separate legal entities.
Art.25. The Secretary General is the “face” of the Association, but has no powers to represent from a legal point of view, unless he is expressly and specifically authorized by the Managing Board.
Art.26. The costs for the activities of the Secretary General shall be undertaken entirely by the budget of the Association and have to be set apart as a separate item there.
Art.27. The Secretary General is subordinated to and has to fulfill the decisions of the Managing Board and the General Meeting.
DISSOLUTION AND LIQUIDATION
Art. 28. Dissolution
(1) The Association shall be dissolved:
- by a decision of the General Meeting;
- by a decision of the district court by domicile of the Association if
- it is ascertained out that the association has not been established in compliance with the legal procedure;
- it is ascertained that the association carries out activities contrary to the law or the good morals;
c) it is declared bankrupt.
(2) The court decision under paragraph (1), p. 2 shall be issued on the grounds of claim by any interested party or the public prosecutor.
(3) The court fixes a six (6) months term for removal of the reason for dissolution and the consequences thereof.
(4) Under the circumstances of para 2 the dissolution shall be registered ex officio and the court shall assign a liquidator.
Art. 29. Liquidation
(1) The dissolution of the Association shall involve procedure for liquidation.
(2) The liquidation shall be conducted by the Managing Board
(3) The relevant provisions of the Commerce Act shall apply to the insolvency, respectively the bankruptcy, the liquidation procedure and the authority of the liquidator. With regard to the Association the decisions of the court related to the insolvency subject to entry into the Commercial Register shall be entered into the Register of the Non-profit Legal Persons and published in the State Gazette, and the acts subject to entry into the Commercial Register shall be promulgated in the State Gazette.
Art. 30. In the case of a merger or incorporation, the members of the Association become members of the new non-profit legal entity. If the Association is divided, they become members of the newly established non-profit legal entities at their own choice.
VII. PROPERTY AFTER LIQUIDATION. DELETION.
Art. 31 Distribution of property after liquidation
(1) The distribution of the property remaining after the satisfaction of creditors shall be determined in compliance with the decision of the General Meeting. Where no decision to that effect has been taken prior to the dissolution, such decision shall be made by the liquidator.
(2) Where there are no persons in existence under para 1, or where they cannot be identified, the property shall be delivered into possession of the municipality by domicile of the non-profit legal entity. The municipality shall be bound to use the property for purposes as close as possible to the objectives of the dissolved non-profit legal entity.
(3) The property under the preceding paragraphs may not be distributed, sold or assigned in any way whatsoever to liquidator appointed beyond the circle of persons under para 2, except for their due remuneration.
(4) Persons who have acquired property as a result of the liquidation conducted pursuant to paragraphs 1-3 shall be liable for the obligations of the dissolved non-profit legal entity to the amount of the gain.
Art.32. Following the distribution of the property, the liquidator shall be bound to request deletion of the registration of the non-profit legal entity by the Sofia City Court. .
VIII. TRANSITIONAL AND FINAL PROVISIONS
- 1. These Articles of Association are adopted and changed on 25.11.2013 with a decision of the General Assembly.
„Gorеnje Bulgaria” ЕООD:
„Liebherr – Hausgeräte Marica ” ЕООD:
“Indesit Company Bulgaria”
„Whirlpool Bulgaria” ЕООD:
„BSH Domakinski uredi Bulgaria”