Translation from Bulgarian language
OF THE NON-PROFIT ASSOCIATION
"MARINE CLUSTER BULGARIA"
І. GENERAL PROVISIONS
Art. 1. /1/ The "MARINE CLUSTER BULGARIA" Association is a legal entity, separate from its members, incorporated in compliance with the provisions of the Law on non-profit legal entities, the Statute and the Resolution of the incorporation meeting.
/2/ The ASSOCIATION is liable for its obligations with its property.
/3/ The members of the ASSOCIATION are not liable for its obligations.
ІІ. NAME, DOMICILE AND HEAD-OFFICE ADDRESS
Art. 2. /1/ The name of the association is "МОРСКИ КЛЪСТЪР БЪЛГАРИЯ" /МКБ/, herein after referred to as the "ASSOCIATION”. The name of the Association in English language is “MARINE CLUSTER BULGARIA", /mcb/.
/2/ The name of the ASSOCIATION branches shall be formed by adding "branch" and the settlement of the branch domicile.
Art. 3. The domicile and the head-office address of the ASSOCIATION is:
9003 Varna, kv. Asparuhovo, 1, William Froude Str.
Art. 4. The ASSOCIATION is not limited by a time period or any other condition for termination.
IV. TYPE, SUBJECT OF ACTIVITY, OBJECTIVES AND METHODS FOR THEIR ACHIEVING
Art. 5. The ASSOCIATION operates in public interest with the subject: promotion and coordination of initiatives and activities to achieve an integrated, sustainable and competitive business environment for the sectors of Maritime Economy of the Republic of Bulgaria.
Art. 6. /1/ The main objectives of the ASSOCIATION are:
- Unification of the efforts of enterprises, education, scientific and business organizations of the sectors of Bulgarian maritime economy and local authorities to achieve sustainable economic growth.
- Improving the quality of human and innovation potential, optimizing resource efficiency for competitive Bulgarian maritime economy.
- Promotion and integration of Bulgarian maritime industry in international Maritime Economic Area.
/2/ Means to achieve the objectives of the ASSOCIATION:
- Development of strategic studies and researches in the field of maritime economy, creating policies and strategies for regional and national development in this area in collaboration with all stakeholders;
2. Systematic collection, processing, updating and distribution of information in the sphere of maritime economy;
- Supporting entrepreneurial initiatives to create and introduce new product, technology, market and organizational solutions, implementation of best practices, foreign experience, know-how;
- Supporting the development of modern education and training programs /courses, seminars, trainings and others/ for preparation, improving of qualification, skills and retraining of production and management personnel in the maritime industry in cooperation with educational institutions;
- Sharing of material, technological, intellectual and human resources among members of the ASSOCIATION to achieve resource efficiency and competitiveness in the implementation of large-scale projects;
- Implementation of common marketing and promotional activities – organization and participation in exhibitions, seminars, round tables, discussions, conferences and other forums and promotional events;
- Implement and maintain relationships with state, municipal, public organizations and institutions committed to the objectives of the ASSOCIATION;
- Develop, coordinate and implement projects and programs for regional economic and social development financed by national, European and international programs in the field of maritime economy;
V. PROPERTY OF THE ASSOCIATION
Art. 7. /1/ The property of the ASSOCIATION comprises: material installments of the members, donations, testaments and all other methods of acquisition, permissible by the law.
/2/ All revenues of the ASSOCIATION, irrespective of their nature and origin, shall be included in its property and serve for the realization of its activity.
Art. 9. /1/ The ASSOCIATION may perform additional economic activity related to the scope of main activity, such as: publishing, distribution, advertising and consulting activity in the field of maritime industry; marketing research; R & D, organization and implementation of forums, conferences as well as all permitted by the law economic activities.
/2/ The ASSOCIATION may incorporate companies and possess shares and bonds in companies to the achievement of the objectives, fixed by this Statute.
/3/ The ASSOCIATION shall not distribute profit or dividends among its members.
Art. 10. The ASSOCIATION, by resolution of the Managing Board, may form special purpose funds in BGN and foreign currency for financing specific events and programs. The financial asets for such funds shall be raised from the interested members of the ASSOCIATION.
Art. 11. The ASSOCIATION is liable for its commitments and obligations by its property. The ASSOCIATION is not liable for the obligations of its members or of the companies, in which it possesses shares.
Art. 12. The members of the ASSOCIATION are not personally liable for obligations of the ASSOCIATION, their liability is limited only to the amount of the specified membership fees /material/ installments.
RIGHTS AND OBLIGATIONS OF THE ASSOCIATION MEMBERS
Art. 13. /1/ The ASSOCIATION members are regular, associated and honorable.
/2/ A regular and associated member of the ASSOCIATION may be a natural person or legal entity, public and/or private institution, non-personified legal person that share the ASSOCIATION objectives and the means for their achievement and observe its Statute. An honorable member may be a natural person with esteemed merits to the development of the maritime industry.
/3/ The members of the ASSOCIATION shall preserve their economic, legal and organizational independence.
/4/ Members of the ASSOCIATION may not be political parties and movements, coalitions, as well as religious and syndicate organizations.
/5/ By rights initial members of the ASSOCIATION are the ASSOCIATION constitutors.
Art. 14. /1/ New members of the ASSOCIATION are accepted on the grounds of submitted application form to the Managing Board.
/2/ The Managing Board considers the application according to the approved by the General Assembly procedure and within two months of receiving the application shall notify the applicant with reasoned decision..
/3/ The membership shall be deemed to arise from the date of the decision for acceptance.
Art. 15. The membership is terminated:
- by unilateral written declaration to the Managing Board of the ASSOCIATION;
- by termination of the legal entity – member;
- by resolution of the General Assembly a member may be excluded who is not observing the Statute and/or expressly ruled working principles of the ASSOCIATION, who is acting in its harm by undermining the prestige, the repute or interests of the ASSOCIATION,
Art. 16. /1/ Each regular member, in person or via his/her authorized representative, has the following rights:
- to participate in the General Assembly of the ASSOCIATION and via this participation to effect control over the work of the ASSOCIATION;
- right of one vote at the General Assembly of the ASSOCIATION;
- to be elected in the managing bodies of the ASSOCIATION;
- to participate in the discussions and assessment of the ASSOCIATION activity,
- to submit propositions for the ASSOCIATION activity before the Managing Board and to suggest initiatives on behalf of the ASSOCIATION in favor of its interests;
- to put to consideration and discussion matters, related to the ASSOCIATION objectives and activities;
- to be informed of the ASSOCIATION activity and to use the services, assets and results of the ASSOCIATION activity;
- to be informed of all ASSOCIATION events and to participate in them.
/2/ The associated member has all the rights of a regular member except the right of vote in the General Assembly.
/3/ Each member is obliged:
- to observe the provisions of this Statute, the internal regulations and to implement the decisions of the ASSOCIATION managing bodies;
- to work and to assist to the achievement of the ASSOCIATION objectives;
- not to harm the repute and interests of the ASSOCIATION;
- to submit to the ASSOCIATION the necessary information on his/her activity;
- in his/her activity to observe the ethic norms in regard to the ASSOCIATION and his/her business partners;
- to pay the due membership fee.
Art. 17. The membership rights and obligations, except for the property, are not transferable and do not pass over to other persons in case of termination of the membership.
VII. ASSOCIATION BODIES
Art. 18. Bodies of the ASSOCIATION are:
1. The General Assembly
2. The Managing Board
3. The Control Board.
Art. 19. /1/ The General Assembly is the supreme body of the ASSOCIATION and comprises all its members;
/2/ The members of the ASSOCIATION are represented at the General Assembly in person if they are natural persons and by their legal representatives or expressly authorized person if they are legal entities.
Art. 20. The General Assembly:
- approves, amends and supplements the Statute of the ASSOCIATION and approves the internal acts of the ASSOCIATION;
- appoints and dismisses the members of the Managing Board;
- assigns rights and approves decisions of the Managing Board for admission and exclusion of members of the ASSOCIATION;
- takes resolutions on participation in other organizations or companies and for opening and closing of branches;
- takes resolutions on re-organization or termination of the ASSOCIATION;
- approves the budget of the ASSOCIATION, the basic trends and program for the ASSOCIATION activity;
- takes resolutions on the payment due and the amount of the membership fee;
- approves the report on the activity of the Managing Board and releases from liability its members;
- cancels the resolutions of the other ASSOCIATION bodies that contradict the law, the Statute or other internal acts, regulating the ASSOCIATION activity;
- appoints liquidator(s) in case of termination of the ASSOCIATION, except in case of insolvency.
Art. 21. /1/ The General Assembly shall be held minimum once a year - regular session of the General Assembly.
/2/ The General Assembly may be convened at any time by the Managing Board - extraordinary session of the General Assembly.
Art. 22. /1/ The General Assembly shall be convened by the Managing Board. It may also be convened per request of one third of the ASSOCIATION members.
/2/ If within two weeks from the request for convention of the General Assembly the Managing Board does not send written invitation for convene the General Assembly it shall be convened by the Court as per the ASSOCIATION domicile following written request of the interested members or their proxy.
/3/ The convention shall be effected by invitation sent to the ASSOCIATION members (for the members-legal entities – to the address of management, as stated in the Commercial Register, and for the members-natural persons – to the specified by them address), by placing the invitation on the announcement board in the building, where the ASSOCIATION management is seated, as well as via the electronic addresses, submitted by the members,
/4/ The invitation shall comprise agenda of the matters, proposed for discussion, the propositions for resolution, the date, hour and place for holding the General Assembly and per whose initiative it is convened.
/5/ The time period from the date of sending the invitation and the date of the session of the General Assembly may not be shorter than two weeks.
Art. 23. The written materials, related to the agenda of the General Assembly, must be submitted at the disposal of the members at the ASSOCIATION address latest by the date of sending the invitation for convention of the General Assembly.
Art. 24. /1/ At the session of the General Assembly a list of the attending members shall be drawn (their representatives or proxies) who shall certify their presence by signature and ID. The list shall be endorsed by the chairman and the secretary of the General Assembly.
/2/ The list as per the preceding paragraph shall comprise the members who have declared their presence prior to the first voting after ascertaining the existence of quorum.
Art. 25. The session of the General Assembly is legal if more than half of all members are attending. In case of lack of quorum the session shall be adjourned for one hour on the same place and with the same agenda and shall be considered legal irrespective of the number of attending members.
Art. 26. /1/ Each regular member has the right to one vote at the General Assembly.
/2/ Each associated and honorary member may make statements and suggestions to the General Assembly.
Art. 27. /1/ The resolution of the General Assembly shall be passed with simple majority of the attending regular members.
/2/ The resolutions as per art. 24, it. 1 and it. 5 are passed by a majority of 2/3 of the attending regular memberst.
Art. 28. /1/ The General Assembly may not pass resolutions on matters that are not included in the approved agenda;
/2/ The resolutions of the General Assembly come in force immediately unless their effect is not adjourned or if, according to the law, they become effective after being published;
/3/ The resolutions of the General Assembly are mandatory for the other bodies of the ASSOCIATION.
Art. 29. /1/ / The ASSOCIATION shall be managed by the Managing Board.
/2/ The members of the Managing Board shall be appointed by the General Assembly for a period of three years.
/3/ The Managing Board comprises five to nine persons. The number of its members shall be determined by the General Assembly.
/4/ The Managing board members may be re-appointed without limitation.
/5/ The Managing board members do not receive remuneration.
/6/ The Managing board members have equal rights and obligations irrespective of the internal distribution of functions between them.
/7/ The Managing Board members shall perform their obligations to the ASSOCIATION interest and shall preserve the information regarding the ASSOCIATION activity that has been available to them after their mandate is over.
/8/ Each member of the Managing Board may request from the chairman to convene a session for discussion of specific matters.
/9/ The Managing Board shall assemble on regular meetings minimum once in every three months in order to discuss the condition and development of the ASSOCIATION;
/10/ If necessary, the Managing Board may invite other participants to its sessions, irrespective whether they are regular, associated or honorary members of the ASSOCIATION.
Art. 30. The Managing Board:
1. Accepts the new members of the ASSOCIATION and submits the resolution for their approval by the General Assembly, makes suggestions to the General Assembly for expelling members of the ASSOCIATION;
2. Determines the procedures and organizes the activity of the ASSOCIATION;
3. Ensures the implementation of the General Assembly‘s resolutions;
4. Prepares and submits to the General Assembly the report on the ASSOCIATION activity;
5. Determines the amount of the annual membership fee and submits the proposal to the General Assembly for consideration and adoption;
6. Disposes with the ASSOCIATION property;
7. Prepares and submits to the General Assembly a draft budget and activity program for discussion and approval;
8. Prepares and submits to the General Assembly draft internal acts for discussion and approval;
9. Considers and resolves on all other matters, except for the ones that are within the competency of the General Assembly;
10. The Managing Board may establish additional bodies such as Expert Council, working groups on specific activities to assist the Board or its members in operational work.
Art. 31. /1/ Resolutions may be passed if more than half of the members of the Managing Board are present personally or represented by another Board member.
/2/ The resolutions shall be passed by simple majority of the attending members except the decisions on art. 30, it. 2 and it.6 and art. 36, par.1 that are taken by full majority;
/3/ The Managing board may pass resolutions also without attending the meeting, if all members have been informed in writing about such manner of voting and none has objected within three days from the date being informed. Attending is a person with two-side telephone or another connection, guaranteeing confirmation of his identity and permitting his participation in the discussions and passing resolutions. The voting of such member is entered in the minutes by the chairman of the session;
/4/ The Managing Board may pass resolutions without holding a meeting if the protocol for the passed resolution is signed by all members of the Managing Board without objections and notes.
/5/ The Managing Board appoints a chairman and two vice-chairmen among its members and distributes the functions among them.
Art. 32. /1/ The chairman of the ASSOCIATION’s Managing board represents the ASSOCIATION and the Managing Board in their relations with third parties.
/2/ The chairman of the ASSOCIATION:
- manages and controls the current activity of the ASSOCIATION in compliance with the Statute, the resolutions of the General Assembly and of the Managing Board;
- convenes the sessions of the Managing board, manages the sessions and implements the decisions of the Managing Board and of the General Assembly;
- opens bank accounts of the ASSOCIATION and operates with them;
- is responsible for his/her activity before the General Assembly and the Managing Board.
/3/ The Chairman of the Board concludes contracts for accounting and legal assistance.
/4/ The chairman of the Managing Board may authorize other members and/or employees of the ASSOCIATION to perform specific functions or tasks.
Art. 33. /1/ Minutes shall be drawn for the sessions of the General Assembly and of the Managing Board, reflecting the discussions, suggestions, declarations and resolutions passed. The minutes are to be signed by the chairman of the session and by the record-keeper and are bound in special books. Members of the ASSOCIATION and members of the Managing Board are entitled to access to the contents of the protocol books and to receive copies or excerpts from the minutes.
/2/ The ASSOCIATION shall keep a book of its members, stating the name, domicile, head-office address, court registration and identification number of the members – legal entities and for the natural persons – personal data /name, address, identification number, etc./.
Art. 34. /1/ The General Assembly appoints among the ASSOCIATION members a Control Board composed of three persons (and two reserve). The Control Board is elected for the period of three years.
/2/ The members of the Control Board appoint a chairman among themselves.
/3/ The Control Board:
1. Controls the implementation of the resolutions of the General Assembly and of the Managing Board and the observance of this Statute
2. Controls the financial and property condition of the ASSOCIATION.
3. Renders assistance to the work of the Managing board.
4. Informs in case of ascertained violations and specifies measures for their elimination.
VIII. TERMINATION AND LIQUIDATION
Art. 35. The ASSOCIATION shall be terminated:
- By resolution of the General Assembly with a majority of 2/3 of all members;
- By resolution of the District Court as per the domicile of the ASSOCIATION, when there are available legal grounds for this.
Art. 36. /1/ Liquidation is to be performed upon termination of the ASSOCIATION except in case of its transformation.
/2/ The Chairman of the Managing Board of the ASSOCIATION shall be registered as liquidator unless the General Assembly appoints another person to be liquidator.
/3/ If after satisfying the creditors there is property left it shall be distributed in accordance with a decision of the General Assenbly.
ІX. STAMP AND LOGO
Art. 37. The ASSOCIATION shall have its own stamp and logo, to be approved by the Managing Board.
Х. TRANSITIONAL AND CONCLUSIVE PROVISIONS
§ 1. Amendments in this Statute may be made as per the provisions of this Statute and the Law on non-profit legal entities.
§ 2. The interpretation or application of the provisions of this Statute shall be governed by the provisions of the general Bulgarian civil legislation and the provisions of the Law on non-profit legal entities.
This Statute is approved in accordance with the Law on non-profit legal entities by the General Assembly of the ASSOCIATIONm September 29, 2016.