141112 Statutes ACB

STATUTES OF THE NOT-FOR-PROFIT ASSOCIATION AUTOMOTIVE CLUSTER BULGARIA

I. Status, Name, Seat, Registered Address and Term

§ 1 Status

• The Association is a legal entity, independent from its members, constituted in accordance with the provisions of the Not-for-Profit Legal Entities Act, the Statutes and the decision of the Constituent Assembly.
• The Association carries out its activity by protecting the interests of its members.

§ 2 Name of the Association

• The name of the Association is Automotive Cluster Bulgaria.
• The name shall be written in English language, as follows: Automotive Cluster Bulgaria.
• The name of the Association, together with the seat, registered address and information for its registration, including the Unified ID Code shall be indicated in the correspondence of the Association.

§ 3 Seat and Registered Address

The seat and registered address of the Association are: 15 Tsar Asen Str., Sofia 1000, Republic of Bulgaria.

§ 4 Term and Financial Year

• The Association shall be established as of its registration in the not-for-profit legal entities register with the respective District Court according to the seat of the Association. The existence of the Association shall not be limited by term.
• The financial year of the Association coincides with the calendar year. The first financial year will be incomplete. It shall begin as of registration of the Association in the not-for-profit legal entities register with the respective District Court according to the seat of the Association and shall end on December 31st in the same year.

II. Determination of Activity, Objectives and Means for Their Achievement, Additional Business Activity, Compliance with Competition Rules

§ 5  Determination of the Activity

The Association shall perform its activity for private benefit.

§ 6 Objectives of the Association

Automotive Cluster Bulgaria shall be established in order to achieve the following objectives:

• to assist the suppliers and manufacturers involved in the automotive sector with seats and factories located in the Republic of Bulgaria, in the project development and construction of  production, storage or distribution facilities;
• to assist the foreign suppliers and manufacturer involved in the automotive sector who intend to establish a branch in Bulgaria;
• to construct its own automotive manufacturing plants in Bulgaria (long-term objective);
• to contribute significantly to the future development of the industry in the Republic of Bulgaria;
• to encourage the members working under projects related to the introduction of technological renovations and innovations to reduce the costs and improve the competitiveness;
• to protect the members’ interests in every respect;
• to develop and implement initiatives and measures for the creation of favourable legal, financial and tax environment for the members. The objective here is to create an investment climate, which encourages the creation of job;
• to develop and implement measures for the creation of favourable business environment in order to improve the competitiveness on the international market;
• to promote market behaviour based on the European directives in the sector in relation to the Corporate Governance and in Compliance with the legal provisions and company standards;
• to develop in cooperation with its members and to participate and contribute to the construction of educational and training institutions.

§ 7   Means for Achievement of the Objectives of the Association

Automotive Cluster Bulgaria shall carry out the following activities in order to achieve his objectives:

• initiation the preparation of laws, regulations and other legal acts for improvement of the market positions of the members in the Republic of Bulgaria;
• use and expansion of the exclusive network of the members as well as of the persons in key positions in the politics and economics in the Republic of Bulgaria;
• unification of the members’ interests in order to improve their positions on both the Bulgarian and international market;
• construction and expansion of the international network in the automotive sector;
• encouraging the cooperation and collaboration with the local government for the sustainable development of the members;
• development of directives for improvement of regulations in relation to the Corporate Governance and Compliance with the legal provisions and company standards;
• development of industry studies and making comparative analyzes of the best practices for the members within the relevant projects;
• encouraging the development of the science, engineering and innovations in the scope of work of the members;
• use of the opportunities for advertising and presentation of the products and services of the member-companies on the international markets, for example, development of Internet portal, arrangement and holding of industry meetings at all levels of decision-making, holding of conferences / thematic conferences, organisation and participation in national and international fairs and exhibitions;
• canvassing new members;
• negotiating with the automotive manufacturers of all sectors (manufacturers of cars, trucks and special vehicles) in order to construct production facilities in Bulgaria;
• organization and implementation of projects to improve the competitiveness of the members;
• assistance in the submission of applications for funding projects within the framework of the EU programmes or other funding organisations;
• development and construction in cooperation with the members of education and advanced training institutions for the members, such as establishment and construction of vocational training centre in Bulgaria – in the medium term in several cities;
• performance of other tasks initiated by the General Meeting, Board of Directors or individual members.

§ 8 Subject of Additional Business Activity

• For the purpose of achieving its objectives, for preservation and increase of its property and to the extent permitted by law, the Association shall have the right to perform additional business activity which is related to its main activity.
• The income incurred by the Association under para 1 shall be used only for achievement of the objectives under §6 of the present Statutes.

§ 9 Compliance with Competition Rules

• The Association shall perform its activity strictly in compliance with the competition rules and shall undertake all necessary measures to prevent exchange of sensitive commercial information or coordination of the market behavior of its members in contradiction to these rules.
• The Association shall adopt internal procedures in order to guarantee the compliance with the competition rules during its meetings and in case of exchange of information between its members.

III. Property And Contributions

§ 10 Property of the Association

• The property of the Association shall be formed by:
  • contributions of the members;
  • donations and wills;
  • sponsorship;
  • income from its additional business activity with regard to self-financing of the Association and achieving its objectives.
• The Association is entitled to reject donations, wills or sponsorship, if such donations, wills or sponsorship are made under conditions, which are not acceptable for the Association or which are not in compliance with the objectives and provisions in the present Statutes or the legislation of the Republic of Bulgaria.
• In case the annual income of the Association exceeds its expenses, the excess shall be used for expansion of the Association activities with regard to achieving the objectives according to the Statutes. The excess shall not be used to form profit and shall not be distributed among the members and shall not be used for payment of dividends or any other similar income.
• The accounting of the income and outcome of the Association shall be kept in accordance with the Bulgarian legislation.

§ 11 Contributions

• Each member of the Association shall make compulsory and voluntary contributions.
• Compulsory contributions:
  • membership contribution;
  • extraordinary contributions
• Each member is obliged to contribute and pay membership contribution as defined by the General Meeting. The associate members shall pay membership contribution amounting to 50% of the membership contribution of the regular members.
• The universities and other educational institutions shall not pay membership contribution.
• The amount of the membership contributions is defined on the basis of the turnover of the member. The turnover shall be calculated on the basis of the last annual financial statement of the member of the Association. If the member company is part of international economic group, the membership contribution of the regular and associate members shall be determined on the basis of the corporate group turnover.
• The membership contribution shall be paid by bank transfer.
• Pursuant to a resolution of the General Meeting of the Association, the members shall make extraordinary contributions in cash or in other property for the achievement of specific objectives, determined in the Statutes or in a resolution of the General Meeting. In its resolution, the General Meeting shall specify the objective, type, amount and way for collection of such extraordinary contributions.
• The members may make voluntary contributions on their own discretion, subject to acceptance by the Board of Directors via a decision adopted with ordinary majority for financing of a specific project.

ІV. Governing Bodies and Management Structure of the Association

§ 12 General Meeting

• The General Meeting consists of all regular members of the Association.
• The associate members may participate in the General Meeting but shall not be entitled to vote.
• The members of the Association shall be represented at the General Meeting by their legal representatives. Member of the Association may be represented and by a person entitled to exercise the rights of the respective member in the General Meeting.
• Competence of the General Meeting:

The General Meeting shall have the following powers:

• amends and supplements the Statutes of the Association;
• approves other internal regulations of the Association;
• resolves on the reorganization and dissolution of the Association;
• appoints and dismisses the members of the Board of Directors;
• releases the Board of Directors from responsibility;
• appoints and dismisses auditors;
• approves the annual financial statement and the audit report;
• appoints liquidators in case of dissolution of the Association, except for in case of insolvency;
• resolves on the participation in other organizations or unions;
• approves the key objectives and programmes on the activity of the Association;
• approves the budget of the Association;
• resolves on the amount due for membership contribution, extraordinary contributions as well as any other in-kind contributions;
• approves the activity report of the Board of Directors;
• cancels the resolutions of the Board of Directors, which are in breach of the law, the Statutes and other internal regulations on the activity of the Association;
• resolves on the opening and closing of any branches;
• resolves on the issues within its competence as provided by the law or the Statutes.
• Holding of the General Meeting
  • The General Meeting shall be held at least once a year (regular General Meeting). The first General Meeting shall be held not later than 6 (six) months after the establishment of the Association. In principle, the General Meeting should be held annually in November where the budget for the next year will be voted on. If the members fail to adopt the budget for the next year by December 31st, the Board of Directors shall continue to operate based on the budget for the current year. Any new projects, investments or increase of the costs shall be ineligible by the voting on the new budget.
  • The General Meeting may be convened by the Board of Directors at any time (extraordinary General Meeting).
• Convening the General Meeting
  • The General Meeting shall be convened by the Board of Directors. It may be convened on its own initiative or upon request of one third of the regular members of the Association.
  • If within one month as of the request for convening of the General Meeting the Board of Directors fails to send an invitation for convening the General Meeting, the meeting shall be convened by the court, in which jurisdiction the Association’s seat is located, upon written request of the members concerned or the person appointed by them.
  • The General Meeting shall be convened by sending a written invitation to the members by email or by fax. The invitation shall be sent at least 15 days prior to the date of the holding of the General Meeting. This period shall not include the day of the invitation and the date of the holding.
  • The invitation shall contain the agenda of the issues subject to the decision-making, proposed resolutions, the date, time and place of the meeting. The proposals for resolutions shall be presented to the Board of Directors not later than 30 days prior to the date of the holding (the seal of the Association upon receipt of the proposals or the certificate proving the delivery to an employee of the Association at the Association’s seat shall be considered authentic). This period shall not include the day of receipt and the date of the holding.
• Right to Information
  The applications and documents related to the agenda of the General Meeting shall be made ​​available to the regular and associate members of the Association not later than the date of the invitation for convening the General Meeting.
• List of the Members Present
  • A list of the members present shall be prepared at the General Meeting, respectively a list of their representatives present. The presence of regular and associated members shall be registered in separate lists. The members and their representatives shall prove their presence by affixing their signature and presenting an identity document. The list shall be signed and sealed by the secretary of the General Meeting.
  • With regard to the members to be included in the list of regular members, which are present after the establishment of the quorum, the hour and the subsequent decision subject to the vote shall be entered.
• Quorum
  The General Meeting may make decisions in case of more than half of the regular members or their representatives are present. In the absence of a quorum the meeting shall be adjourned for one hour at the same place and at the same agenda. It shall be thereafter entitled to make decisions in the presence of less than half of the regular members or their representatives.
• Right to Vote
  • Each regular member of the Association shall be entitled to one vote.
  • The member or its representative shall not be entitled to make decisions on the issues relating to it or its representative.
• Majority
  • The decisions of the General Meeting shall be made by majority of the regular members present, unless otherwise required by the Statutes or the law.
  • The decisions on amendment and supplement of the Statutes, as well as for reorganization and dissolution of the Association shall be made by majority of two thirds of the votes of the regular members present or represented.
• Decisions
  • If all regular members are present or are represented at the meeting and there are no objection raised in relation to the issues to be discussed, the General Meeting could resolve issues which have not been included in the invitation.
  • The decisions of the General Meeting shall take effect immediately, unless their effect is not delayed or if the law requires the decisions to take effect after their registration in the not-for-profit legal entities register.
• Minutes
  • Minutes shall be kept at the General Meeting. The lists of the members present shall be attached to the minutes along with the documents relating to the convening of the General Meeting;
  • The minutes shall be signed by the chairman and the secretary of the General Meeting and by the vote tellers.

§ 13  Board of Directors

The Board of Directors is the managing body of the Association.

• Election and Term of the Board of Directors:
  • The Board members shall be elected by the General Meeting for a period of 3 (three) years.
  • The Board of Directors shall consist of at most 7 but not least than 3 members.
  • The Board members may only be members of the Association, where at least half of the members of the Board of Directors shall be regular members of the Association.
  • The Board members may be re-elected without limitation.
• Rights and Obligations of the Board of Directors
  • The Board of Directors shall manage the Association with due diligence.
  • The Board members shall fulfil their obligations in the interest of the Association and shall keep the secrets of the Association even when they cease to be members of the Board of Directors. The employees of the Association may be Board members.
  • Any member of the Board of Directors may request from the chairman to convene a meeting for discussion of particular issues.
  • The Board of Directors shall be responsible for the preservation of the Association assets and the adherence to the budget;
  • The Board of Directors shall be responsible for the implementation of the decisions adopted by the General Meeting;
  • The Board of Directors shall be responsible for the compliance with the provisions of the proper accounting.
• Powers of the Board of Directors
  • The Board of Directors shall procure the implementation of the decisions of the General Meeting;
  • The Board of Directors shall make decisions on disposition of property including acquisition, alienation and encumbrance of property or movables, as well as on the rent of any premises or movables according to the rules provided in the present Statutes. Any commitment on behalf of the Association, which exceeds the amount of EUR 50.000,- (fifty thousand euro) shall be subject to the prior consent of the General Meeting;
  • The Board of Directors shall elect a chairman to represent the Association;
  • The Board of Directors shall elect a deputy chairman and shall determine the rights and obligations of each member. Despite the internal distribution of rights and obligations, all Board members shall have equal rights and obligations;
  • The Board of Directors shall admit and reject requests for participation in the Association as members according to the Statutes;
  • The Board of Directors shall prepare and submit to the General Meeting the annual activity report;
  • The Board of Directors shall prepare and submit to the General Meeting annual draft budget / the budget;
  • The Board of Directors shall determine and organize the fulfilment of the activities of the Association and shall be responsible for that;
  • The Board of Directors shall make decisions on the organisational and management structure of the Association, on the appointment / dismissal of the operational “cluster manager” and the other employees, on the internal processes and rules and on the implementation of the operational activities, in particular the practical activities aiming to achieve the objectives of the Association;
  • The Board of Directors shall make decisions on issues which are not determined by the law or by the present Statutes in exclusive competence of the General Meeting.
  • The Board of Directors shall determine the place and the way of holding (personal meeting, videoconference, etc.) of its meeting;
• Quorum and Majority
  • The decisions may be made personally by the members present at the meeting of the Board of Directors, as well as by participating in a videoconference or by the telephone;
  • The chairman or deputy chairman shall send invitation to the members ​​at least 2 weeks prior to the meeting stating the relevant agenda of the meeting. This period will not include the day of the invitation and the meeting date. Extraordinary meetings (even by the telephone) may be held only if all Board members agree with this way of proceeding;
  • The Board of Directors shall be entitled to make decisions if the meeting is attended by the majority of its members or their representatives as well as by the chairman / deputy chairman;
  • The decisions shall be made by simple majority unless otherwise provided by this Statutes. In case of a tie, the decision shall be made by the chairman / deputy chairman;
  • Any Board member may be represented by another Board member or by an authorized representative. Any Board member may be represented only by one other Board member;
  • Minutes shall be kept for each meeting of the Board of Directors. The minutes shall contain information about the participants, the decisions, formalities of the convening and conduction of the meeting, agenda, and results from voting under each item of the agenda.
  • The following decisions shall be made by majority of all Board members:
    – Appointment of a person to carry out liquidation of the Association;
    – Disposition with property of the Association;
    – Determining and organizing the fulfilment of the activities of the Association;
  • The following decisions shall be made by majority of two thirds from all Board members:
    – Carrying out any activities, which have not been included in the agenda of the meeting but which are at the interest of the Association at the discretion of the Board of Directors;
    – Admission / exclusion of members of the Association;
    – Significant changes in the organisation, including changes in the distribution of the obligations among the Board members;
    – Establishment or termination of long-term cooperation, establishment of branches or participation in other companies (after the approval of the General Meeting);
    – Appointment / dismissal of employees.
•  Responsibilities of the Board of Directors
  • The Board members shall be jointly and severally liable for their wilful actions, which have resulted in damages for the Association.
  • Each Board member may be hold harmless by the General Meeting if it is found that it has not caused the damage through intentional acts or gross negligence.
• Chairman of the Board of Directors
  The chairman shall have the following powers and shall carry out the following activities:
  • Chairing the meetings of the Board of Directors;
  • Chairing the meetings of the General Meeting;
  • Representing the Association before third persons;
  • Authorisation in writing other members of the Board of Directors or third persons for specific activities;
  • Monitoring the implementation of the decisions made by General Meeting and the Board of Directors, in particular those about the projects of the Association;

  Controlling the implementation of the budget;

The chairman shall be replaced by the deputy chairman in case of failure to fulfil its duties.

V. Membership

§ 14 Type of Membership

The Association may have regular or associate members:

• Regular Members:
  • All founders are regular members, irrespective of their legal form, the company size or the industry where they are involved;
  • Regular members are also industrial and commercial companies with its seat in Bulgaria or abroad, which support the objectives of the Association and have over 100 employees appointed and are approved for members by the Board of Directors as provided in the present Statutes.
• Associate Members:
  • Industrial and commercial companies with its seat in Bulgaria or abroad, which support the objectives of the Association and which have less than 100 employees appointed;
  • Companies providing services, such as insurance companies, banks, consulting firms, auditors / tax consultants, lawyers and law offices, etc.;
  • Individuals;
  • Sole traders and freelancers;
  • Universities and other educational institutions;
  • Not-for-profit organisations.

§ 15 Acquisition, Exclusion and Termination of the Membership

• The individuals and legal entities referred to in § 14 may become members of the Association under the following conditions:
  • The individuals and legal entities have filed an application in a free form for admission, stating the reason for applying for membership;
  • The individuals and legal entities have signed a declaration whereby they agree to comply with the Statutes of the Association and to assume the obligations arising therefrom ;
  • have paid their member ship contribution
• The new members shall be admitted by the Board of Directors (see § 13(3));
• The Board of Directors shall be entitled to exclude member if he acts against the interests of the Association, in breach of the Statutes or against the interest of another member. These actions shall be attested by the Board of Directors and if necessary an attorney could be appointed to clarify the situation. Member may be excluded if he delays the payment of the membership contribution for more than two months and despite the written invitation for payment of the membership contribution, does not pay it within 30 days after receipt of the written invitation of payment.
• Member may terminate membership by written notification to the Board of Directors at least 6 months before the end of the calendar year. The membership is considered terminated as of the end of the calendar year.
• The membership shall be terminated automatically in the following cases:
  • For individuals:
    If the individual is declared bankrupt, in case of death or exclusion
  • For legal entities:
    If the legal entity is declared bankrupt, in case of deletion of the company from the Commercial Register, termination or exclusion;

§ 16  Rights and Obligations of the Members

•  Each regular member of the Association shall be entitled:
  • to participate in all activities of the Association;
  • to participate in the work of the General Meeting and to vote at the decision making;
  • to participate in the management by electing and being elected to its governing bodies;
  • to monitor the work of the Association and the governing bodies;
  • to be informed about the activity of the Association;
• Each associate member shall be entitled:
  • to participate in all activities of the Association;
  • to participate in the work of the General Meeting with advisory powers;
  • to participate in the management by being elected to its governing bodies;
  • to be informed about the activity of the Association;
• Each member of the Association shall:
  • Cooperate for the achievement of the Association objectives;
  •  Pays its annual membership contribution not later than 30 days prior to the beginning of the calendar year. In the year of admission the membership contribution shall be calculated on a monthly basis and shall be due for the calendar year immediately following the year of admission. In regard to the founders the membership fee for the year of establishment shall be determined in proportion, as 50% of it shall be paid after the holding of the Constituent Assembly and the other 50% – immediately after the registration of the Association;
  • to observe the European standards for behaviour (Compliance), as well as the Corporate Governance rules.
  • not use the membership in any way to achieve the objectives, that breaches the Statutes and legal acts;
  • to preserve the good name and authority of the Association and to cooperate for raising the prestige and role of the Association.
  • to comply with the Statutes of the Association and advocate for the achievement of its objectives.

 VI. LIQUIDATION

• The Association shall be terminated:
  • At the decision of the General Meeting;
  • At the decision of the District Court, which jurisdiction includes the seat of the Association in the cases specified by the Not-for-Profit Legal Entities Act.
• Upon termination the Association shall be subject to liquidation proceedings, except for in case of any changes in the legal form and its continuation. The General Meeting shall appoint a liquidator in charge of the liquidation proceedings. The liquidator shall carry out the activities provided for in the Trade Act in regard to the bankruptcy proceedings, shall sell the Association’s assets and shall satisfy the creditors of the Association. The assets remaining after the satisfaction of the creditors shall be distributed in a manner determined by the General Meeting.

VII. GENERAL PROVISIONS

• The Association shall be responsible for its liabilities to the extent of its property.
• The members shall not be responsible for the liabilities of the Association.
• The members shall be responsible for the payment of the membership fees due and for the contributions (fees, material costs) for the services provided to the Association through participation in projects;
• The amendments in this Statutes shall be made in accordance with the provisions therein and the Not-for-Profit Legal Entities Act.
• The interpretation or application of the provisions in this Statutes shall be subject to the general civil law of the Republic of Bulgaria and the provisions of the Legal Non-profit Entities Act.
• The amendments and supplements, cancellation or termination of this Statutes shall only be valid if made in writing and if decided by the bodies of the Association. This shall apply for the repeal of the requirement for writing. There have been no verbal agreements.
• If any provision of this Statutes is or become invalid, this will not affect the validity of the other provisions. In such cases the regular members of the Association are required to assist in the development of provisions, which are as close as possible to the economic effect of the invalid provision. The same applies in case of any gaps.
• The cost of this Statutes and its implementation shall be borne by the Association. The General Meeting shall determine the amount of the compensation, which should be paid to the founders for the costs of the establishment incurred. The payment of these costs may be required only if this does not threaten the existence of the Association. The decision about any such payment shall be made by the Board of Directors.
• This Statutes was unanimously adopted by the founders and signed at the Constituent Assembly of the Association held on July 10th 2012 and amended on the General Meeting dated October, 17th 2012, amended on the General Meeting dated November 12th 2014.

Chairman – Mr. Till Truckenmüller
Secretary – Mrs. Plamena Stefanova