Statute

of the
NON-PROFIT ASSOCIATION

              "SOCIETY FOR FRIENDSHIP WITH THE REPUBLIC OF TURKMENISTAN"

                                                    

 

GENERAL PROVISIONS

 

Article 1./1 / The Association "Society for Friendship WITH THE REPUBLIC OF TURKMENISTAN" is a non-profit organization, with an autonomous character.

/2/ The name of the association is "SOCIETY FOR FRIENDSHIP WITH THE REPUBLIC OF TURKMENISTAN"and displays additionally– 

in Russian „ОБЩЕСТВОДРУЖБЫ С РЕСПУБЛИКОЙ ТУРКМЕНИСТАН„ 

in Bulgarian as „ДРУЖЕСТВО ЗА ПРИЯТЕЛСТВО С РЕПУБЛИКА ТУРКМЕНИСТАН“.  For brevity in this text the name in English is replaced by "the Association".

/3/ The headquartersof the Association is in Bulgaria, in the city of Sofia. The registered office is: Sofia, Oborishte region, Trakia № 15str. After the registration, the Association can open a representative office, under the jurisdiction of the Turkmen law, based in the town of Ashgabat, Turkmenistan.

/4/ The association is created for an indefinite period.

/5/The Association is founded to operate for private benefit.

/6/ The Association in its activities will be governed by the laws of the country and of this Statute.

 

OBJECTIVES

Article 2. The main objectives of the Association are:

-          Contribute to the development of relations and cooperation with the Republic of Turkmenistan in all fields of social development, to promote the establishment of universal, moral and cultural values and virtues;

-          Organizing meetings, conferences, exhibitions, celebrations of important dates and events in the life of Turkmenistan's people and the relationship between us.

                                      MEANS FOR ACHIEVING THE OBJECTIVES

Article 3. To achieve its objectives, the Association will usethe following resources:

-            Seek and establish contacts and relations with related Turkmen NGOs; assist in establishing direct contacts between Bulgarian and Turkmen government and private entities, contributing to restoration of contacts and cooperation between the artisticunions and other cultural institutions in the two countries; 

-            Assists the creation of favorable conditions and opportunities for expansion of trade-economic and scientific-technical cooperation with the Republic of Turkmenistan;

                                    

SCOPE OF ACTIVITIES

Article 4.The scope of activities of the Associationare:

-            Contributing to the development of cultural, scientific, economic cooperation;  

-            Promotion of the history and modern development of Bulgaria and Turkmenistan, traditions and virtues of the two peoples;

-            Organization of symposia, conferences, seminars, meetings, celebrations, etc.;

-            Promotion of Turkmenistan culture, science, education, technical progress in Bulgaria;

-            Organization of economic and business forums;

-            Conducting of trade and industrial exhibitions;

-            Organizing presentations of industrial and agricultural production of Bulgarian and Turkmen economic structures; conducting specialized scientific and practical conferences, seminars, round tables and more.

                                                          

MEMBERSHIP

Article 5.Members of the Association can be physical and legal entities who wish to contribute to the objectives of the Association.


Acquisition of membership

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

(2) The applicant submits a written request to the Board, in which he declares that he is aware and accepts the provisions of this Statute. Candidates – legal entities submitted with the application, copies of their registration documents and the decision of the governing bodies for membership in the Association.


Rights and obligations of members

Article 7. Members of the Association have the following rights:

- To participate in the management of the Association;

- To be informed about its activities;

- To use the property of the Association in so far as it relates to the exercise of activities and functions of its governing bodies or those entrusted with the decision of those authorities;

- To benefit from the results of the activities of the Association, pursuant to the provisions of this Statute.


Article 8. Members of the Association are obliged to:

- Respect the provisions of this Statute and to implement the decisions of the governing bodies of the Association;

- Participate in the activities of the Association and to work for the realization of its objectives;

- Raise the prestige of the Association, to help increase his property and not to carry out acts and omission contrary to the objectives and compromise;

- To introduce on time property contributions, stipulated in this statute.


Article 9. Membership rights and obligations, except for the property, are not transferable and doesn’t pass on to others in case of death or termination.


Article 10. The members of the Association have the right to authorize third parties to exercise their rights and fulfill their obligations, which shall be in writing and shall take effect upon written notification to the Board. In these cases, they are responsible for the breach of their obligations by the authorized person.


Article 11. The Association's members are liable only up to the amount of financial contributions and creditors are not entitled to assert rights to personal property of members.


                                        Termination of Membership

 

Article 12. Membership in the Association shall be terminated:

- By a written statement directed to the Board of the Association;

- Death or placing under judicial disability, respectively termination of the legal entity member of the Association;

- Exclusion;

- In case of non-payment of established property contributions and systematic non-participation in the Associationactivities.

 

Article 13. (1) A member of the Association may be expelled by the General Assembly on the proposal of the Management Board when:

- Violates provided in the present Statutes obligations;

- Perform other actions that make its further membership in the Association incompatible.

Article 14. Dropping outis considered occurred with the decision of the General Assembly.

 

Article 15. Upon the termination of the membership the Association shall not return the made property contributions.

GOVERNING BODIES

 

Article 16. The supreme body of the Association is the General Assembly, its governing body is the Board.

                                             

GENERAL ASSEMBLY


Article 17. (1) The General Assembly consists of all members of the Association.

(2) Legal entities participate in the meeting by those who represent them.

(3) Members of the Association may authorize by a written proxy a physical person to represent them on one or any number of sessions of the General Assembly. The authorized persons are not allowed to represent more than three members simultaneously and reauthorize rights to third parties.


Competence of the General Assembly

Article18. General Assembly:

1. Amendand supplement the Statute;

2. Adopt / Rules of the Management Board, Rules for performing and reporting the economic activity, declarations, etc.;

3. Elect and dismiss members of the Management Board and determine their remuneration; Elect among the members of the Management Board a Chairman of the Management Board and released him from the same position;

4. Admit and expel the members;

5. Decide on the opening and closing of the branches;

6. Decide on the participation in other organizations;

7. Decide on the transformation or termination of the Association;

8. Adopt the guidelines and the program of the Association;

9. Adopt the budget of the Association;

10. Decide on the amount of the membership fee or property contributions;

11. Approve the Activity Report the Board;

12. Decide on all other matters raised in its competence by the law or this Statute.
                                       

Convocation


Article 19. The General Assembly is convened by the Management Board of the Association. The meeting should be held in the place of the headquarters of the Association.

 

Article 20. One third of the members of the Association have the right to request the Management Board to convene a general meeting and the management board sends  a written invitation within one month from the date of the written request, the meeting is convened by the court at the seat of theheadquarters of the Association by the written request of the interested members or person.

 

Article 21. The invitation shall be in writing and contain the agenda, date, time and place of the General Assembly. The invitation is sent no later than 7 / seven / days before the date of the general meeting.


Quorum


Article 22. (1) The General Assembly is legitimate if more than half of all membersare present. A quorum is established by the chairman of the meeting in the list, which reflect the names of the members present and their representatives and shall be certified by the chairman and the secretary of the meeting and to the minutes.


(2) In the absence of a quorum, the meeting is postponed for one hour later in the same place and the same agenda and is considered valid, no matter how many of the members are present. So the meeting of the General Assembly and its decisions are legitimate, regardless of the number of attending members.

 

Voting


Article 23. A member of the Association shall not be aloud to vote for issues relating to:

1.      Him, his spouse or lineal relatives - without limitation, collateral - to the fourth degree, or by marriage - to second degree;

2.      Legal entities in which he is a manager or can impose or block decisions.

3.  A person cannot represent more than three members of the General Assembly based on a written power of attorney. Reauthorization is not allowed.


Decisions


Article 24. The decisions of the General Assembly shall be taken by a simple majority of 50% plus 1 vote / of those present.

 

Article 25. Decisions on amending and supplementing the Statute and the transformation or dissolution of the Association shall be taken by a majority of 2/3 of those present.

 

Article 26. Decisions of the General Assembly shall take effect immediately after adoption, unless themselves otherwise stated.

 

Article 27. The General Assembly may take decisions on matters not included in the announced agenda of the meeting, providing that there are more than 100% of the members of the association. 

                                                             

Protocol

Article 28. (1) For each session of the General Assembly a Protocol shall be keptand shall be certified by the chairman of the meeting and the person who prepared the protocolthey both shall be responsible for the accuracy of its content.

(2) The Protocol together with the the enclosed list of attendees and written materials on convening and holding the general meeting shall be recorded in a special book.


MANAGEMENT BOARD

Article 29. The Management Board consists of 3 / three / persons - members of the Association. Members of the Association who are legal entities may designate members of the Board persons not members of the Association.

                                            

Mandate


Article 30. The Management Board shall be elected for a period of 5 five years, its members may be reelected indefinitely.

 

Competences

Article 31. Management Board:

1.    represents the Association and determine the volumeof the representational power of its members;
2. ensurethe implementation of the decisions of the General Assembly;

3. dispose with the assets of the Association in accordance with the provisions of this Statute;

4. prepare and submit to the General Assembly a draft budget;

5. prepare and submit to the General Assembly a report on the activities of the Association;

6. determine the order and organize the activities of the Association;

7. determine the address of the Association;

8. adopt the Rules for its work;

9. take decisions on all other issues except those which are of the responsibility of the General Assembly.

10 In early termination of the powers of the Chairman, the Board shall appoint a Vice - Chairman of the Board, which will hold the officeuntil the next elections by the General Assembly.
                                                      

Meetings

 

Article 32. (1) Meetings of the Board shall be convened by the Chairman on his own initiative, not more frequently than every three months.

(2) The Chairman shall convene a meeting of the board upon the written request of one third of its members. If the President does not convene a meeting of the Board within a week, it can be called by any of the members of the Management Board. In the absence of the Chairman, the meeting is chaired by some of the members of the Board.


Article 33. (1) The session is valid if attended by more than half of the members of the Management Board. Considered present is the person, with whom there is a telephone or other communication, ensuring the identification in the discussion and decision making. The vote of this member shall be certified in the Protocol by the Chairman.

(2) A regular decision can be taken without a meeting if the protocol that is signed is without remarks and objections by all board members.

(3) Decisions shall be taken by a majority of the present and the decisions relating to the the liquidationof the Association, as well as decisions on actions to dispose of property of the Association shall be taken by a majority of all members of the Board.


Article 34. The competences of the members of the Board shall be terminated earlier:

-By a decision of the General Assembly;

- On Their written request to the Board. The Management Board at its first meeting after receipt of the request, decide on it. Upon early termination of the competence of a board member there will be no new election by the General Assembly, and the place is occupied by the candidate who received the most votes from the General Assembly after the last candidate elected to the Board.

Control

Article 35. Any interested member of the Association may contest in the General Assembly the decision of the board, which is made with conflict with the law, this Statute or a previous decision of the General Assembly. This should be done within one month of becoming aware, but not later than one year from the date of the decision.


Responsibility of board members

Article 36. Board members are jointly responsible for their actions, damaging property and interests of the Association.

                           

 

CHAIRMAN OF THE BOARD

Article 37. The Chairman of the Board is elected by the General Assembly. The mandate of the Chairpman is five years.

 

Article 38. The Chairman of the Management Board:

- Conveneand chair the meetings of the Board;

- Represents the Association before third parties;

-Hecan re-authorize third parties with some of his rights;

- Appoint and dismiss employees;


Article 39. The competences of the Chairman of the Management Board shall be terminated earlier in the following cases:

- By the General Assembly adopted a proposal to more than 1/3 of the members of the General Assembly or in his written request.

- Upon early termination of the powers of the Chairman of the Management Board, the General Assembly elects a new Chairman.                                    

SUPERVISORY BOARD

Article 40. /1 / The Supervisory Board members may be elected persons who are not members of the General Assembly.

         /2/ The Supervisory Board:

  1. controlsthe financial and accounting activities and its expenditure in accordance with the approved budget;
  2. submitsits opinion to the General Assembly and the Board ontheir submitted reports;
  3. reportsits activities to the General Assembly and the Board;
  4. gives an opinion on the objections of members of the Association against decisions of the governing bodies;
  5. elects a chairman from among its members entitled to attend meetings of the Board

/3/ By a decision of theGeneral Assembly of the Association, the activity of theSupervisory Board may be performed by a singular controller.

 

PROPERTY

Article 41. The property of the Association consists of the right of ownership and other real rights over immovable and movable property, receivablesand other rights regulated bythe law.

 

SOURCES OF FUNDS

Article 42. Sources of funds of the Association are the property contributions of members, economic activity provided in this Statute, donations from individuals and legal entities, sponsorship.
                                     

ECONOMIC ACTIVITY

Article 43. (1) The Association shall carry out an additional economic activity, using the revenue to achieve its aims. The conduct of economic activity of the Association shall be a subject to the terms and conditions set by the laws, regulating certain types of economic activity.

(2) The Association does not distribute profits.

(3) Economic Activities Income of the Association is used to achieve the objectives of this Statute.

 


                     TRANSFORMATION, TERMINATION AND LIQUIDATION

 

Article 44. The Association may be converted into another legal non-profit entity with a unanimous decision of the General Assembly.

 

Article 45. The Association shall be terminated:

1. by a decision of the General Assembly;

2. by a decision of the district court in the case of art. 13 paragraph. 1 point. 3, when the Association is not established according to the law; operates in contrary to the Constitution, laws and morality; is declared bankrupt.


Article 46. Upon termination of the Association shall be liquidated by the Management Board. Insolvency, bankruptcy, liquidation procedure and competences of the liquidator shall apply the provisions of the Commerce Low.


Article 47. If the General Assembly has not taken a decision on the allocation of the assets remaining after satisfaction of creditors, the liquidator cashes Association's property and distributes it among the members according to the contributions made by them.


                             

 

TRANSITIONAL AND FINAL PROVISIONS


§1 . This Statute was adopted at the founding meeting of the Association held on 29.10.2014g. and certified by the chairman, the secretary of the Constituent Assembly and the representative of the Association.

 

§ 2. For the unsettledmatters in this Statute and on the interpretation and application of its provisions shall apply the provisions of the Law for Non-profitorganizations. The provisions of this Statute, in case of conflict with the law are replaced by the right of its mandatory rules.

 

Chairman of the Constituent Assembly: ………………………………

Secretary of the Constituent Assembly: ……………………………………

Representative of the Association: ………………………………………….