STATUTE OF THE ASSOCIATION BULGARIAN-TURCMENISTAN CHAMBER OF INDUSTRY AND COMMERCE

 

 

I.GENERAL PROVISIONS

 

Art. 1. /1/ Association "Bulgarian-Turkmenistan Chamber of Industry and Commerce" (BTCIC) is a non-profit organization with an autonomous character, aimed at protecting the common interests of its members, all traders inBulgaria and Turkmenistan and thedevelopment of Bulgarian and Turkmenistan trade and industry cooperation on the domestic and international market.

/2/ The name of the Association is "Bulgarian-Turkmenistan Chamber of Industry and Commerce" (BTCIC) and written further in Bulgarian as „Българо-туркменистанска индустриално-търговска палата” (БТИТП). For brevity in this text the name in English is replaced by the abbreviation BTCIC or the "Chamber".

/3/ The headquarters of BTCIC in Bulgaria is in the city of Sofia. The registered office is:Bulgaria, Sofia1000, 16, Sveta Nedelya Sq.After the registration, BTCIC can open a representation under the Turkmen trade legislation based in the town of Ashgabat, Turkmenistan.

/4/ BTCICis created for an indefinite period.

/5/ BTCICis created to operate for a private benefit.

/6/ The Chamberin its activity is governed by the law of the country, by this Statute and good commercial practice. 

 

II. OBJECTIVES

 

Art. 2. /1/ BTCICis a Bulgarian-turkmenistan business Association whose purpose is:

To support the producers and traders ofvarious industries and areas of the bothcountries forconducting business contacts and information exchangefor the domestic and foreign markets and consumer interests.

/2/ Themain objectives of the Chamberare:

1. To promote and develop the economic relations between the Republic of Bulgaria and the Republic of Turkmenistan.

2. To protect the business interests of its members before the State and Public institutions in Bulgaria and Turkmenistan, as well as in third countries.

3. To encourage and foster the opportunities for cross-border cooperation and collaboration, in order of more successful integration of businesses on both countries to the global market.

4. In pursuance of its objectives, the Chamber may involve external experts, to form research groups, departments and groups of interests – Industry, Trade, Tourism, Services.

 

Art. 3.The means of achieving the objectives of the Chamber are:

1. Presentation to the competent state authorities, the consistent view of the members of BTCIC on draft regulations and decisions in the field of economic activity, in order to meet the dynamic market requirements;

2. Development and submission to the competent authorities the opinions arising from the business community, concerning the policy of state institutions, local and regional authorities in terms of the business conditions and investment climate;

3. Maintenance of the contacts with experts in the field of trade, tax, customs and currency legislation of the country and abroad and use them in solving practical questions.

4. Keeping a voluntary register of companies and organizations with interests in the development of business in Bulgaria and Turkmenistan.

5. Creating and using its own and international information systems and databases for the company, marketing, legal, commercial and other information.

6. Assistance in the realization of business projects of Bulgarian and Turkmen side by providing up to date information on investment conditions and the conditions for foreign investments in Bulgaria and Turkmenistan.

7. Informing the manufacturers and traders on the legislation, trade and licensing regimes in both countries, as well as the procedures and the authorities that are implementing them.

8. Organization of specialized exhibitions and other Expo-initiatives; conducting trade missions in Turkmenistan and Bulgaria, as well as in third countries and support for companies to participate in these events.

9. Promoting the activities of the members through specialized publications and joint participation in international fairs.

10. Consulting the members on contractual and legal, tax, customs, transport and forwarding, currency, financial and other issues, as well as the domestic and international standards, the requirements of international law and European law.

11. Development and management on its own initiatives or in conjunction with members of projects in the field of economic development, investment, supporting business infrastructure, entrepreneurship and others.

12. Organization of an incidental arbitration / ad hoc / and conciliation proceedings for voluntary settlement of the disputes.

Art. 4.The Chamber could set up companies, could participate as a founder or a shareholder in limited liability companies and other companies. The Chamber will conduct the following business-related goals:

1. Consulting

2. Services

3. Training

4. Commercial mediation

5. Management of Funds

and other activities permitted bythelaw.

 

III. FINANCING AND PROPERTY

 

Art. 5. /1/ The property of the Chamber consists of ownership and other real rights over immovable and movable property contributions by members, receivablesand other rights governed by theeffective normative acts.

 /2/ Maintenanceofthe Chambershall be provided by:

1. Membership fees, whose size is determined by the General Assembly of the members of the Chamber;

2. Grants of funds, programs and foundations for the realization of own and joint projects;

3. Revenue from business activities;

4. Fees for rendered services;

5. Interests and dividends;

6. Donations and others.

/3/ The revenue of the Chamber of additional economic activity related to the subject of its main activity, are used to achieve the objectives specified in this Statute.

/4/ Foreigners and residents may make donations and bequests for the benefit of the Chamber, which are adopted by the Management Board. Where the donation or the will is to establish a special fund, reward or finance target program, the donor or testator may designate their title.

Art. 6.  The financial activities of the Chamber shall be in accordance with the annual budget.

Art. 7.  The Chamber can form special funds to finance individual events and programs.

Art. 8.  The Chamber is liable for its obligations with its property. It is not responsible for the obligations of its members and of other companies in which it participates. For the obligationsof the Chamber the members meet up to the specified property contributions.The members are not personally liable for the obligations of the Chamber.

Art. 9.  The property of the Chamber cannot be used for for other applicationthan forcarrying out its activities.

Art. 10.  Activitiesunder the budget of the Chamber runs from 1 January and ends on 31 December each year as the possible gain or loss from the activity are transferred to next year's budget.

 

IV. MEMBERS OF THE CHAMBER

  

MEMBERSHIP

 

 Art. 11. /1/ The membership in the Chamber is voluntary.

/2/ By composition BTCIC is a joint Chamber. Members can be Bulgarian and Turkmen legal entities and individuals, as well as multinational / foreign companies with a market interest in both countries.

/3/ Members of the Chamber cannot be the state bodies, political parties, trade unions and religious organizations.

Art. 12. /1/ The members of the Chamber are accepted on the basis of a written application to the Board, in which the applicant states that accepts the Statute, shares the goals and objectives of the Chamber. The membership shall arise after the decision of the Board and payment of the property contributions (dues).

/2/ The decision of the Management Board to grant or refuse an application for membership may be appealed before the General Assembly in the first months of becoming aware, but not later than one year from the decision of the Management Board.

/3/ The legal entity exercises his right of membership in the Chamber by an authorized individual, in compliance with the law.

  

V. RIGHTS AND OBLIGATIONS OF THE MEMBERS

 

Art. 13.The members of the Chamber are entitled to:

1.Participate in person or by a proxy at the General Assembly, to participate in the discussion and resolution of issues related to trade, industry, agriculture, services and others, as well as the prosperity of the Chamber;

2.One vote in the General Assembly, which shall be exercised in person or by their duly authorized representatives.

3. Be elected in the management and supervisory bodies of the Chamber;

4.  Enjoy an advantage, free of charge and / or reduction of services of the Chamber and / or its property;

5.Take part in the activities of the Chamber;

6. Receive information on the activities of the Chamber;

7. Participate indiscussions, when dealing with issues affecting their interests;

8. Indicate,if necessary the membership in the Chamber in its documents.

Art. 14.Each member of the Chamber is oblige to:

1. Comply with the requirements of the Statuteand the decisions taken by the governing bodies of the Chamber;

2. Contribute to achieving the objectives and tasks of the Chamber;

3. Give to the Chamber the necessary information for its activities;

4. Pay regularly fixed property contribution (membership fee);

5. Contribute actively of the rising social prestige of the Chamber;

6. Observe the rules of ethics in the market relations.

Art. 15. The membershiprights and obligations, except for the property,shall not be transferable and do not pass on to others in the event of death or termination of membership. The exercise of membership rights may be granted toanother personby a notarized power of attorney.

Art. 16/1/ The membership is terminated by a decision of the Management Board at:

1.  Refusal at will by written application to the Management Board;

2.  Termination of the legal entity;

3. Death or total judicial disability ofthe individual;

4. Seizure of the membership rights in cases that do not pay dues within 31 January of therelevant year, a systematic and gross violation of membership obligations and market ethics and / or damaging the prestige of the Chamber.

/2/ Members of the Chamberwho have not paid their membership fees until January 31 of the respective year will not be excluded. They may participate in the General Assembly but have no voting rights and do not benefit from the powers given to members under Art. 13, p.3 and p. 4.

 

VII. AUTHORITIES AND MANAGEMENT

  

AUTHORITIES

 

Art. 17. /1/ Bodies of the Chamber are the General Assembly (GA), the Management Board (MB) and  Chairman of the Board.

/2/ The authorities of the Chamber in its entirety, as well as each member apart shall be responsible for the activities of the bodies tothoseby which are selectedand the General Assembly. For the implementation of these obligations, each member of an organ of the Chamber is responsible before the body in which it participates.

 

VIII. GENERAL ASSEMBLY

 

Art. 18.  The General Assembly is the supreme body of BTCIC, which represents the interests of its members and can take decisions on all matters related to the activity and the existence of the Chamber.

Art. 19./1/ The General Assembly:

1. Amends and supplements the Statute;

2. Adopts other internal acts;

3. Elects and dismiss members of the Management Board;

4. Admits and expels members;

5. Decides on the reorganization or termination of the Association;

6. Adopts the guidelines and activity program of the Chamber;

7. Adopts the budget;

8. Decides on the amount of the membership fee or property contributions;

9. Accepts the Report of the Management Board;

10. Revokes the decisions of the other organs of the Chamber, which contradict the law, the Statute or other internal documents regulating the activity;

/2/ The rights under par. 1 pt. 1, 3, 5, 7, 9 and 10 cannot be assigned to other bodies of the association.

/3/ The decisions of the General Assembly are binding for the other bodies of the association.

Art. 20. /1/ The General Assembly is convened by the Board in ordinary session once a year, as a rulein the first five months of the year.

/2/ The General Assembly shall be convened in extraordinary session when it has to decide important matters within its competence that can not wait.The convening of the General Assembly extraordinary session is done at the request of the Chairman of the Chamber, of the Management Board, the ControlBoard or at the request of at least one third of the members.If in the latter case, the Management Board does not convene the General Assembly within one month of receipt of the request, it shall be convened by the court at the seat of the Chamber in writing request of the interested members or a person.

/3/ The General Assembly shall be convened by invitation, which is stenton the place for the notice in the the building of the Chamber and by written notice to the members by mail, fax or email, at least one month before the scheduled day. The notice must contain information about the place, date, time and agenda of the meeting and on whose initiative it is convened.

Invitation must be applied with all the materials and submitted proposals which will be discussed at the meeting.

/4/ The General Assembly is legitimate if more than half of the members or their duly authorized representatives.

/5/ In the absence of a quorum, the meeting is postponed for one hour later with the same agenda and is considered legitimate irrespective of the number of members present.

/6/ The General Assembly decisions shall be taken by open vote by a simple majority of those present, except decisions under Art. 19, para. 1 p. 1, 5 and 7 are taken by 2/3 of the votes.

/7/ One person cannot represent more than three members of the General Assembly, based on a written power of attorney. Re-authorization is not allowed.

/8/ The decisions of the General Assembly shall take effect immediately, unless their effect is delayed or if by law they enter into force after publication.

/9/ On the meetings of the General Assembly may be invited as observers, representatives of local and central government, media, as well as external consultants.

/10/ The General Assembly can take decisions in absentia by the signature of its members on the written record, including decisions on all matters of pre-announced agenda. The period in which the members of the Chamber are oblige toreturn the signed protocol is seven (7) working days of receipt by mail, fax or email.

 

IX. MANAGEMENT BOARD

 

 Art. 2. 1/1/ The Management Board respects that objectives of the Chamber and contribute to their achievement. It adopts guidelines for its activities. Management Board shall act in pursuance of the decisions of the General Assembly.

/2/ The Chamberis managed by the Management Board, which is elected for a term of 5 / five / years.

/3/ The Management Board consists of 3 (three) to 7 (seven) members, who are representatives of members of the Chamber and are elected by the General Assembly.

/4/ For the members of the ManagementBoard may be elected individuals.ABoard member can be a legal person - a member of the Chamber, as it is represented by its legal representative or other authorized person.

Art. 22.The Management Board:

1. Organizes and direct the Chamber's operational activities
2. Give recommendations on the future activities of the Chamber
3. Elects a Chairman of the Managing Board of the Chamber
4. Accepts the annual closure for the calendar year, which shall be submitted by the Chairman or by a member authorized by him in writing
5. Discusses the proposed draft budget for the Chamber, which it submits to the General Assembly
6. Decides on the opening and deletion of branches of the Chamber
7. Decides on the admission and dismissal of members of the Chamber

8. Decides on the establishment of commercial companies or the participation of the Chamber in other associations, legal entities, commercial companies

9. Disposes of the property of the Chamber

10. Sets up advisory boards and specialized committees, if necessary
11. Determines the address of the Chamber
12. Presents a report on the activity to the General Assembly
13. Ensures the implementation of the decisions of the General Assembly
14. Forms targeted cash funds
15. Adopts Rules of Procedure of the Chamber, incl. and Internal Affairs Regulations
16. Creates boards, committees, clubs and other subsidiary bodies of the Chamber
17. On a proposal of the Chairperson, if necessary, elects an Executive Director
18. Performs other functions delegated to it by the General Assembly.

Art. 23/1/ Management Board shall meet at least once every three months or as many times as necessary by the decision of the Chairman, at the request of the Executive Director, at the request of one third of the members of the Management Board or at the request of the Control Bord. If the Chairman fails to convene a Board meeting within two weeks of receipt of the application, it can be called by any of the members of the Management Board.

/2/ The Management Board meetings shall be valid if attended by at least half plus one of its members. As a present will be considered a person, with whom there is a bilateral telephone or other connection, ensuring the identification and allowing him the participation in the discussion and decision-making, which is certified in the minutes.

/3/ The decisions of the Management Board shall be adopted by open vote by a simple majority.

/4/ The Board may take decisions in absentia in operating order, by placing the signatures of its members on the written protocol containing decisions on all matters of pre-announced agenda.

/5/ For their participation in the Management Board the members receive no remuneration.

/6/ If necessary, the Board may decide to provide temporary financial assistance.

 

X. CHAIRMAN

 

Art. 24/1/ The Chairman is elected by the General Assembly for a period of five years from among the members of the Board.

/2/ The Chairman has the following duties:

1. Representsthe Chamberbefore third parties;

2. Managesthe activities of the Board and take decisions according to Art. 23 of this Statute;

3. Managesand controlsin accordance with this Statute the implementation of the decisions of the General Assembly;

4. Convenes the meetings of the Management Board;

5. Approves the personnel of the Chamber.

/3/From the composition of  the Management Board, if necessary, may be elected a deputyChairman, who acts in the absence of the Chairman.

 

XI. CONTROL BORD

 

 Art. 25. /1/ The Control Bord consists of 3 (three) members for a period of 5 / five / years. For a members of the Control Bord may be elected persons who are not members of the General Assembly.

/2/ The Supervisory Council:

1. Controls the financial and accounting activities and spending in accordance with the approved budget;

2. Submits its opinion to the General Assembly and the Management Board on their submitted reports;

3. Report its activities to the General Assembly and the Management Board;

4. Submits an opinion on the objections of members of the Chamberagainst decisions of the governing bodies;

5. Electsa Chairman from among its members who is entitled to attend the meetings of the Management Board.

  

XII. EXECUTIVE DIRECTOR

 

Art. 26.If necessary, the Chairman may appoint an Executive Director with the following powers:

1. Organizesthe implementation of the decisions of the General Assembly, the Management Board and the Chairman;

2. Organizesthe administrative work of theChamber;

3. Appointsand dismiss the staff of the Chamberin accordance with the approved staffafter consultation with the Chairman;

4. Managesthe spending of the budget and disposesof the funds of the Chamberin accordance with the rules and regulations,established by the Board and agreed with the Chairman;

5. Organizesthe implementation of other ongoing tasks assigned to himby the Chairman and the DeputyChairman.

  

XIII. TERMINATION

  

Art. 27/1/ The Chambermay be terminated in case of legitimate reasons.

/2/ Upon termination Management Board or person designated by it effect a liquidation.

/3/ The remaining after satisfaction of the creditorspropertyshall be distributed by the General Assembly. 

 

XIV. TRANSITIONAL AND FINAL PROVISIONS

 

Art. 28 Changes of this Statute may be made in the manner provided therein in the Law ofnon-profit organizations.

Art. 29 For unsettled issuesin this Statute should be applied the provisions of the non-profit organizations and the provisions of the Bulgarian legislation.

 

This Statute was adopted at the General Assembly of the BULGARIAN-TURKMENISTAN CHAMBER OF INDUSTRY ANDCOMMERCE,held on 15.10.2015, as amended and supplemented at the General Assembly of the Members held on December 20, 2018 and signedby the Association's representative:


                                           Chairman of the Board: