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ARTICLES OF ASSOCIATION
OF
“BULGARIAN ASSOCIATION
FOR
LEASING”
I. GENERAL CLAUSES
Art. 1. (1) The Articles of Association herein shall
regulate the matters referring to thå activities, membership, property,
management and termination of the entity, “BULGARIAN ASSOCIATION
FOR LEASING” (“BAL”).
(2) The Association shall be a legal entity – a non-profit-making
association, hereinafter referred to as “the Association”, which shall
be subject to the effective Bulgarian legislation. The Association was
established through merging of the non-profit-making associations
“BULGARIAN ASSOCIATION OF THE LEASING COMPANIES” and “BULGARIAN
ASSOCIATION FOR DEVELOPMENT OF THE LEASING BUSINESS”.
(3) The Association shall be a voluntarily, non-political,
non-governmental and non-religious organization. The founders of the
Association are guided by their willingness to join efforts for protection
of interests of all companies carrying out leasing activities, for promotion
of leasing, and for encouragement of leasing activities in the Republic
of Bulgaria, by recognition of the principles of equality of all market
participants and of fair competition.
Art. 2. The name of the Association shall be “ÁÚËÃÀÐÑÊÀ
ÀÑÎÖÈÀÖÈß ÇÀ ËÈÇÈÍÔ (“ÁÀË”), that shall be written in Latin
as “BULGARIAN ASSOCIATION FOR LEASING” (“BAL”).
Art. 3. (1) The registered office of the Association
shall be in the city of Sofia, Vazrajdane region. The address of the
Association shall be: ¹ 27B, Al. Stamboliiski Blvd., Fl.2, Ap.8.
(2) Any change in the registered address of the Association
might be made by a Resolution of the Managing Board.
Art. 4. The name, registered office, address and registration
data, inc. Bulstat number shall be stamped on all documents and printed
materials of the Association.
Art. 5. The Association shall be incorporated for
an indefinite term.
II. AIMS, INSTUMENTS AND ACTIVITIES
Art. 6. The Association shall carry out its activities
for private benefit.
Art. 7. The Association shall pursue the following
primary aims:
1. To protect the interests of all leasing companies
by:
a. Promotion of free entrepreneurship and the general
principles of market economy provided for in the Bulgarian Constitution;
b. Fighting against unfair competition and any acts
that might lead to a breach of market principles and statutory provisions
and have a negative impact on the leasing market;
c. Encouragement of free entrepreneurship in leasing
activities.
2. To represent and to protect the interests of the
members of the Association before the public authorities.
3. To promote a standing on the leasing market based
on the fair competition.
4. To speed up the introduction of the European standards
and norms at the leasing market.
5. To control any and all acts of abuse or misuse
at the leasing market. To create and maintain general information files
containing data about incorrect clients and lessees in default.
6. To discuss and to submit to the competent public
authorities its members’ concerted opinion about the statutes regarding
leasing.
7. To participate in the process of drafting legislation
and regulations regarding leasing activities in the country and the
standing of lessors and lessees on the domestic market.
8. To protect the economic interests of leasing companies
before the public authorities and other institutions and/or organizations,
including those regulating the insurance market, in proper forms and
instruments.
9. To assist in the proper way the public authorities
and the members of the Association to apply strictly the legislation
and regulations regarding leasing. To consult them by providing the
assistance of competent experts.
10. To inform regularly its members of the effective
statutory, technical and technological acts passed by the National Assembly,
the Government and the ministries and other authorities related to leasing
activities. To inform its members and the society of international agreements,
conventions and other international acts concerning leasing, to make
statements and to draw up its members’ concerted opinion of adherence
of the Association to these acts.
11. To observe the “fair dealing” rules, to inform
the competent authorities of any acts of unfair competition done by
a member of the Association.
12. To assist in preventing any disputes arising among
the members of the Association by involving specialist for elucidating,
interpreting and settling thereof.
13. To organize and hold on a regular basis meetings
of the members and representatives of state bodies and authorities for
elucidating and applying important legislation and regulations concerning
the financial performance and other economic interests of the leasing
companies.
14. To help in improving the qualification of people
working in the field of leasing.
15. To assist and protect the image of the members
of the Association.
16. To represent the Association’s members at national
and international meetings and/or seminars concerning leasing.
17. To be a member of international organizations
and associations in the sphere of leasing.
Art. 8. In pursuance of its aims and objects the Association
shall:
1. Act in close cooperation with public authorities
and organizations acting in the field of leasing;
2. Act by negotiating and mutually acceptable compromise
in accordance with the Bulgarian legislation;
3. Incorporate auxiliary bodies for performance of
specific activities.
Art. 9. The Association shall have the following activities
- protection of interests of all companies carrying out leasing activities,
promotion of leasing, and encouragement of leasing activities in the
Republic of Bulgaria, by recognition of the principles of equality of
all market participants and of fair competition.
III. PROPERTY
Art. 10. The property of the Association shall consist
of membership dues, funds and property donated and left by testament,
and of any other payables allowed by the law, such as right of property
and other rights over fixed and current assets, receivables, and other
rights.
Art. 11. (1) The annual membership dues shall determined
by the General Assembly Meeting of the Association.
(2) The membership dues shall be payable by the 30th
Day of January of the current year. The membership dues for new members
shall be payable up to 30 days of the date of acceptance.
Art. 12. (1) The Association shall issue certificates
of membership in consideration of the membership dues paid. The certificate
shall read: the note “Certificate”, the data under Art. 4, the name
of the member.
(2) The Association shall issue an invoice in consideration
of the membership dues paid.
(3) The Association shall issue certificates of donation
in consideration of the funds donated in favour thereof. The certificate
shall read: the note “Certificate”, the data under Art. 4, the name
of the donator.
(4) Any funds donated and left by testament shall
be registered in a special Register of donations.
Art. 13. (1) The Association shall carry out the following
business activities, related to the activities of the Association mentioned
above:
1. Consulting;
2. Publishing;
3. Other activities connected to gaining the aims set
by the Association.
(2) The business activities carried out by the Association
shall be subject to the terms and conditions stipulated in the Bulgarian
legislation and regulations.
(3) The Managing Board shall have powers to perform
and control the business activities of the Association.
(4) The Association shall not allocate profits.
IV. MEMBERSHIP, RIGHTS AND LIABILITIES
Membership
Art. 14. (1) Membership of the Association shall be
voluntary.
(2) Members of the Association can be entities – Bulgarian
or foreign which are registered under their national legislation as
traders, complying with one of the following three requirements:
1. Companies, which have portfolio of lease deals
with outstanding net lease receivables in excess of BGN 5 (five) million;
2. Companies, which are part of banking or insurance
financial group with total assets exceeding BGN 20 (twenty) million;
3. Companies, which have portfolio of lease deals,
for which they are direct agents or consultants with outstanding net
lease receivables in excess of BGN 5 (five) million.
Art. 15 The founders of the Association shall become
its members as from the date the legal entity is established.
Admittance of new members
Art. 16. (1) Subsequent to the incorporation of the
Association new members might be admitted thereto by a resolution passed
at the General Meeting following a request in writing filed to the General
Meeting and submission of appropriate documents and/or declarations
proving the compliance of the candidate with the membership criteria.
(2) The request for admittance shall be considered
within a period of 6 (six) months as from the date of filing thereof
to the Association.
(3) The request shall be accompanied by evidences
showing that the resolution to become a member has been passed according
to the by-legislation of the entity asking for admittance.
Rights of Members
Art. 17. Each member of the Association shall have
right:
1. To participate in the activities of the Association
and to vote at the General Meeting. To send a representative to observe
at the meetings of the Managing Board.
2. To elect and to propose members to be elected in
the corporate bodies of the Association.
3. To claim those resolutions and acts of the corporate
bodies of the Association that are unlawful or do not conform to the
Articles of Association to be voided.
4. To state freely and in public and to stand for
its statements regarding the resolutions of the corporate bodies and
the activities of the Association, and to present motions, objections
and recommendations.
5. Upon request to be provided by the corporate bodies
of the Association with all information regarding the activities thereof.
6. To demand and to be asserted and assisted by the
Association in any problems and controversial issues arising from or
in connection with carrying out its activities.
7. To benefit the property of the Association and
the results from the activities thereof.
8. To participate in the events or initiatives carried
out by the Association, and to send its representatives to attend the
meetings of the Managing Board of the Association.
9. To receive Certificate of membership.
Liabilities of Members
Art. 18. Each member of the Association shall be liable:
1. To observe the Articles of Association and the
resolutions of the Association’s corporate bodies.
2. To conform strictly its activities to the statutory
and technological requirements of the Bulgarian Law in regard with leasing
activities, and to international acts concerning leasing, including
the Bulgarian and international standards.
3. To accept the aims stipulated in the Articles of
the Association herein.
4. To participate in the overall activities of the
Association.
5. To maintain and to improve the image of the Association
and not to carry out activities that might impede from gaining the Association’s
primary aims.
6. To pay regularly the membership dues set forth
in Art. 11, par. 1.
7. To assist the Association in carrying out its events
and initiatives.
Art. 19. Membership rights and liabilities, except
for the property ones, shall be non-transferable and might not be assigned
to a third party in case of winding-up of an entity.
Termination of Membership. Consequences
Art. 20 Membership of the Association shall be dissolved
in case of:
1. Winding-up of a member - - legal entity;
2. Written request filed to the General Meeting;
3. Expulsion;
4. Winding-up of the Association;
5. Ineligibility.
Art. 21. Each member may leave the Association by
a written request to the General Meeting.
Art. 22. (1) A member of the Association might be
expelled, if:
1. breaks rudely and consistently the Articles of
Association herein and the resolutions of the Association’s corporate
bodies;
2. acts in a way that undermines the image of the
members of the Association, of the Association and impedes from gaining
the Association’s primary aims;
3. misappropriates the Association’s funds;
4. fails to pay the membership dues one month after
the due date thereof.
(2) A member of the Association might be expelled
according to Art. 28, p. 4 herein if requested so by the Managing Board,
the Chairmen or by another member of the Association. The member proposed
for expulsion shall be entitled to present its opinion before the members
of the Managing Board and the General Meeting.
(3) The payments effected till the expulsion shall
not be subject to refund.
(4) The Chairmen of the Association shall within 7
(seven) days from the adoption of the resolution under par. 1 inform
the expelled member in writing. The notice shall invite the expelled
member to return its Certificate of Membership within a reasonable period
of time.
V. CORPORATE BODIES. POWER OF REPRESENTATION
Art. 23. The corporate bodies of the Association shall
be:
1. The General Meeting of the Association’s members;
2. The Managing Board;
3. The Chairmen.
General Meeting
Art. 24 (1) The General Meeting of all the Association’s
members shall be the supreme corporate body thereof.
(2) The General Meeting shall include all members
of the Association.
Art. 25. (1) The members shall be represented at the
General Meeting by their legal representatives or by a person acting
by explicit proxy in writing.
(2) Only an individual may act as a representative.
One person may not represent more than three members of the Association
at the General Meeting thereof.
(3) The representatives may not authorize third parties
with the rights assigned to them.
Art. 26. The sessions of the General Meetings shall
be ordinary and extraordinary ones.
Convening of General Meeting
Art. 27. (1) Ordinary General Meetings shall be convened
at least twice a year by the Managing Board or at a request of at least
one third of the Association’s members and it shall be held at the city
where the registered office of the Association shall be.
(2) In case the Managing Board does not convene a
General Meeting by sending notices in writing to the members within
one month, the General Meeting shall be convened by the court of registration
at a request made in writing by the members or by a representative thereof.
(3) The notice shall set forth the agenda, the date,
place and time of the General Meeting and a statement who requested
the summoning thereof.
(4) The agenda shall be proposed by the corporate
body that shall convene or has requested the summoning of the General
Meeting.
(5) The notice shall be published in the State Gazette
and shall be placed on the information board in the building where the
registered address of the Association shall be at least 1 (one) month
prior the date of the General Meeting.
Art. 28. The General Meeting shall:
1. modify and amend the Articles of Association;
2. pass other by-legislation of the Association;
3. elect and dismiss the members of the Managing Board
of the Association;
4. elect among the Managing Board Members the Chairmen
of the Association;
5. admit and expel members of the Association;
6. resolve the issues regarding reorganization and
winding-up of the Association;
7. approve the course and plan of the Association’s
activities;
8. pass the annual budget of the Association;
9. consider and approve the report submitted by the
Managing Board, and shall determine
the amount of and the way of collecting membership dues;
10. consider and resolve matters of unfair competition
and infringement of “fair dealing” rules and shall take measures of
elimination thereof;
12. revoke the resolutions of the other corporate
bodies that do not comply with the law, the Articles of Association
or other by-legislation regulating the Association’s activities;
14. resolve the incorporation of controlling or auditing
committees to supervise the Association’s funds spending.
Quorum
Art. 29. (1) The General Meeting shall be deemed legally
held provided that at least half of all members of the Association attend
the session thereof. In case a quorum may not be achieved the meeting
shall be adjourned for one hour with the same agenda to be considered
and shall be legally held notwithstanding the number of members attending
the General Meeting.
(2) Minutes of each General Meeting shall be taken
and shall be signed by the chairmen and the secretary of the meeting.
(3) The minutes together with a list of the members
that attend the General Meeting and papers regarding summoning and session
of the General Meeting shall be filed in a special register.
Resolutions
Art. 30. (1) Resolutions of the General Meeting shall
be passed by majority of votes of the attending members.
(2) Resolutions of the General Meeting shall be passed,
as follows:
1. Resolutions under Art. 28, p. 1 and p. 5 of the
Articles herein - by majority of 2/3 votes of the attending members;
2. Other resolutions shall be passed by ordinary majority
of votes of the attending members.
Art. 31. (1) The General Meeting shall not pass resolutions
regarding matters that have not been listed in the agenda.
(2) Resolutions passed at the General Meeting shall
come into force immediately, unless otherwise specified in the resolution
itself.
(3) Resolutions regarding facts subject to court registration
shall be requested for filing by the Chairmen of the Association.
(4) Where the General Meeting passes a resolution
to expel a member, it shall notify within 14 (fourteen) days the expelled
member and hear the explanations related to the expulsion thereof.
Right to vote
Art. 32. (1) Each member shall have a single vote.
(2) A member of the General Meeting shall not vote
on matters regarding legal entities, that the member manages or may
control the passing of resolutions.
Managing Board
Art. 33. (1) The Managing Board shall put the resolutions
passed at the General Meeting into effect and shall manage the Association’s
activities.
(2) The Managing Board shall:
1. manage and organize the overall activities of the
Association;
2. dispose of the Association’s property pursuant
to the requirements of the Articles of Association;
3. convene the General Meeting according to the provisions
herein;
4. cause the resolutions of the General Meeting to
be put into effect and the aims of the Association to be achieved;
5. allocate and execute the budget approved at the
General Meeting;
6. prepare and put forward for discussion at the General
Meeting the draft budget of the Association and the report of the Association’s
performance;
7. define the number, powers and remuneration of the
Association’s administration.
8. pass Rules for control over the donations;
9. define the rules for and organize the performance
of the Association’s activities;
10. resolve termination of membership due to ineligibility;
11. pass resolutions concerning other essential matters
in regard with the practical management of the Association.
12. resolve the membership of the Association in other
organizations;
13. resolve the incorporation of auxiliary bodies
for performance
(3) The Managing Board shall convene regular sessions
each month.
(4) The Managing Board shall report to the General
Meeting for its activities on a regular basis (once a year).
Members of the Board
Art. 34. The Managing Board shall include nine individuals
– representatives of the members of the Association, including two Chairmen
thereof.
Art. 35. (1) The General Meeting shall elect the members
of the Managing Board, whose term of office shall be three years. Members
of the Board might be reelected without any limitation.
(2) Members of the Board shall perform their duties
for no remuneration.
(3) The Chairmen of the Association shall be the Chairmen
of the Managing Board as well.
(4) The term of office of a member of the Managing
Board shall be ceased before the period set in case of:
1. legal disability – full or limited, or death;
2. intentionally caused damages to the Association;
3. prolonged inability to perform the obligations
for a period of 6 (six) months;
4. breach of his/ her obligations;
5. resignation;
6. request made by the Association’s member who have
nominated the member of the Managing Board.
(5) A member of the Managing Board may resign if he
/she declares his/ her resignation at a regular session of the General
Meeting. In such case request for resignation in writing shall not be
required.
(6) In case a request for resignation is filed to
the General Meeting, it shall consider the request within 6 months.
Art. 36. (1) The members of the Managing Board shall
have equal rights and obligations, regardless of any internal division
of functions among them.
(2) The Members of the Board should perform their
duties to the benefit and in the interest of the Association.
Convening of the Managing Board
Art. 37. (1) The Chairmen shall convene the sessions
of the Managing Board.
(2) The sessions of the Managing Board shall be legally
held if at least five members thereof attend the meeting.
(3) If the Chairmen do not convene a session of the
Board within the terms, stipulated in Art. 33, par. 3 the Board might
be convened by each member thereof.
(4) The Managing Board shall pass resolutions provided
that at least half of its members attend the session thereof. In addition
an attending member shall be deemed a member with whom a conference
call or other connection has been maintained that guarantees the identification
of that member and his / her participation in the discussions and voting.
The vote of such member shall be certified in the Minutes of the session
by the chairperson of the meeting.
Art. 38 (1) The Resolutions shall be passed by the
majority of votes of all attending members. Resolutions under Art. 33,
par. 2, p. 2 and p. 9 and under Art. 44, par. 2 shall be passed by the
majority of all members of the Managing Board.
(2) Minutes shall be kept for each session of the
Board and for all resolutions passed. Minutes shall be signed by the
members of the Board who attended the session and shall be filed in
a special register.
(3) The Managing Board may pass a resolution without
convening a session thereof, provided that all members of the Board
sign the Minutes regarding the resolution adopted without comments or
objections to this effect.
Chairmen
Art. 39. The Chairmen of the Association shall be
persons of full legal capacity – members of the Managing Board.
Art. 40. The two Chairmen’s term of office shall be
the term specified in Art. 35, par. 1 of the Articles of Association.
Art. 41. (1) The Chairmen of the Association shall:
1. act on behalf of the Association together or individually.
Therefore they shall present a specimen of their signature verified
by a notary public upon registration of the Association with the competent
court;
2. organize the execution of the Resolutions passed
by the General Meeting or the Managing Board;
3. convene the Managing Board.
(2) The Chairmen shall perform, execute and conclude
any and all acts, deals and transactions related to the Association’s
activities and may authorize third parties to perform particular acts.
(3) The Chairmen shall report their activities to
the General Meeting.
Art. 42. The term of office of each Chairman shall be ceased by the
General Meeting:
1. at the request of the Chairman filed in writing
to the General Meeting;
2. if he / she acts contrary to his /her duties and
thus impedes the normal running of the Association’s activities;
3. in case of prolonged inability to perform the obligations
for a period of 6 (six) months;
4. in case of legal disability – full or limited;
5. in case of death.
VI. WINDING-UP
Art. 43. (1) The Association shall wind up its activities
by a resolution passed at the General Meeting.
(2) The Association shall be dissolved by a court
order passed by the competent Regional Court pursuant to the provisions
of the Non-Profit-Making Entities Act.
Art. 44. (1) Liquidation procedure shall be carried
out in case of winding-up, unless the Association is reorganized.
(2) The liquidation procedure shall be carried out
by the Managing Board of the Association or by a person appointed by
the Board. The liquidation trustee shall execute the acts provided for
in the Commercial Act, shall convert the Association assets into cash
and shall satisfy the Association’s creditors.
(3) Assets remaining after the payments to the Association’s
creditors have been made shall be distributed pursuant to a resolution
passed at the General Meeting.
(4) Persons that have acquired assets as provided
for in Par. 3 shall bear responsibility for the Association’s liabilities
up to the amount of what have been acquired.
VII. ADDITIONAL AND FINAL CLAUSES
§ 1. The Articles of Association herein are adopted
at the General Meeting of “Bulgarian Association for Development of
the Leasing Business”, dated this 14 June 2005 and held in the city
of Sofia as well as at the General Meeting of “Bulgarian Association
of the Leasing Companies”, dated this 1 September 2005 and held in the
city of Sofia The running and resolutions passed at the Meetings are
certified in writing, and shall constitute an integral parts of the
Articles of Association herein.
§ 2. Any and all matters not settled in the Articles
of Association shall be subject to the effective Bulgarian civil legislation.
§ 3. The Articles of Association are made in Bulgarian
and in English. The Bulgarian version shall prevail in case of interpreting
thereof.
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