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Statutes

GENERAL

Art. 1. (1) A non-profit association named "Bulgarian Association of Manufacturers and Importers of AdBlue", hereinafter referred to as "the Association", is a legal entity registered under the provisions of the Non-Profit Legal Entities Act (NPLEA).

(2) A non-profit association - is separate from its members and is liable for its obligations with its assets. The members of the Association shall be liable for its obligations only to the extent of the property contributions provided for in these Statutes.

NAME

Article 2. (1) The Association shall carry out its activities under the name "Bulgarian Association of Manufacturers and Importers of AdBlu". The acronym in Bulgarian shall be BAPVA.

(2) Any written statement on behalf of the Association shall contain its name, registered office, address, registration details including UIC number.

REGISTERED OFFICE AND ADDRESS

Art. 3. The registered office and address of the Association "Bulgarian Association of Manufacturers and Importers of AdBlue" shall be. Plovdiv, Plovdiv Blvd. "154, Maritsa Str. 3, of. 25 /B4/.

OBJECTIVES

Art. 4. The main objectives of the Association are:

1. To represent and protect the professional rights and interests of its members;
2. To establish relations and to cooperate with similar organizations in the country and abroad and to be a member of international organizations with similar objectives;
3. To cooperate and work with the relevant governmental authorities to improve legislation in the field of production and trade of AdBlu and free competition;
4. To establish market relations based on competition, subject to professional ethics and the principles of loyalty and equality;
5. To enforce the principles of free competition and market regulation in the AdBlue market in the country between its members and between its members and any third party, and to facilitate the voluntary settlement of disputes arising between its members;
6. To assist in the fight against monopolies and cartels in the AdBlu market.
7. To assist in the prevention of abuse of monopoly position in the AdBlue market, unfair competition and other actions that may lead to violation of market principles or negatively affect the market in this area;
8. To provide information services to its members in the field of production and trading with AdBlue, current legislation, projects affecting changes in legislation, important events, etc.

MEANS TO ACHIEVE THE OBJECTIVES

Art. 5. The Association shall use the following means to achieve its objectives:

1. Promote and defend to the public, government and law enforcement agencies its ideas on fair trade and production of AdBlu and related activities;
2. Contribute to the drafting of opinions on draft regulations and decisions, drafting opinions on new and amendments to existing regulations related to the implementation of the aims, functions and objectives;
3. Maintains relations and exchange of information with related organizations at home and abroad;
4. Provides legal, organizational, technical and any other support to the members of the association, in accordance with the statutes of the association and the Bulgarian legislation;
5. Develops analyses, strategies and documents in the field of production and trade with AdBlu;
6. Assist in the improvement of training and qualification by organizing and carrying out trainings, courses, conferences, meetings with managers of leading companies in the country and abroad;
7. Assist its members in preventing and eliminating acts of monopoly or unfair competition.
8. Perform targeted monitoring of the AdBlue market and related legislation.
9. Receive signals related to violations of antitrust legislation, unfair competition and any actions that distort the free market in the field of AdBlue production and trade, as well as those that contain evidence of corruption and abuse of power and refer them to the relevant institutions.

IDENTIFICATION OF THE ACTIVITY CARRIED OUT

Art. 6. The Association shall carry out its activities for private benefit, and shall expend its assets for the purposes for which it is established.

SUBJECT OF ACTIVITY

Art. 7. (1) The activities of the Association and the spending of its funds may not be tied to political and religious objectives, engaging the Association in propaganda in favour of political parties and religions.

(2) In order to achieve its objectives and to carry out its activities, the Association may participate in and establish other legal entities, including those with a business purpose.

(3) For the realization of its aims and objectives, the Association may represent foreign organizations with similar activities, carry out and develop bilateral and multilateral relations with bodies, organizations, companies and persons in the Republic of Bulgaria and abroad; it may open representative offices abroad and participate in companies with local and foreign persons in the country and abroad, as well as open branches.

(4) The Association may not transform itself into a non-profit legal entity for carrying out activities for public benefit.

BUSINESS ACTIVITY

Art. 8. (1) The Association shall carry out additional business activities only if they are directly related to its main non-profit activity.

(2) The Association shall not distribute profits, but the income from its business activities shall be used to achieve the purposes set forth in these Bylaws.

(3) The objects of the business shall be:

The organisation of events, campaigns, discussions, conferences, training and other collective events in accordance with the objectives of the association; publishing and dissemination activities related to the objectives of the association; information and scientific services, training and consultancy activities; any other activities permitted by law that would contribute to the achievement of its objectives.

DEADLINE

Art. 9. The Association shall not be limited by term or other terminating condition.

MEMBERSHIP

Art. (1) Membership in the Association shall be voluntary. It shall be open for membership to all natural and legal persons, domestic and foreign public and private institutions of any nature who agree with the statutes and share the objectives of the Association and implement their realization.

(2) Membership in the Association may be individual and collective - legal entities and others.

(3) Legal entities, public and private institutions shall be represented by their legal representatives or by persons specially authorized in the manner provided by the law of the country of origin.

(4) The members of the association shall be equal and equal.

Art. 11. (1) New members of the Association shall be admitted upon application to the Board of Directors through the President of the Association.

(2) In the application, the applicant must state that he agrees with my Constitution and will work towards the achievement of its objectives.

(3) Decisions of the Board to admit new members or not to admit them to membership shall be approved by the first Ordinary or Extraordinary General Meeting.

RIGHTS AND OBLIGATIONS OF MEMBERS

Art. 12. Every member of the Association shall have the right:

  1. To participate in the management of the Association;
  2. To be informed about the activities of the Association and to receive reports on the activities of the governing bodies;
  3. To benefit from the property of the Association and the results of its activities;
  4. To raise for discussion before the bodies of the Association questions of principle, questions relating to the activities of the Association and to seek redress in this regard;
  5. To voluntarily leave the Association.

Art. 13. Each member of the Association shall:

  1. To abide by these Statutes;
  2. To implement the decisions of the General Assembly and the Board of Directors;
  3. To contribute to achieving the objectives of the Association;
  4. Not to use in any way its membership in the Association for purposes contrary to the law, the Statutes and good morals;
  5. To manufacture and/or sell diesel exhaust fluid /known as AdBlu/ meeting the requirements of the international standard ISO 22241/DIN 70070.

TERMINATION OF MEMBERSHIP

Art. 14. Membership in the Association shall be terminated in the following cases:

  1. By unilateral will of the member (resignation);
  2. With the death of the natural person or placing him/her under total disability;
  3. With the dissolution of the legal person;
  4. With the expulsion of the member;

Art. (1) Any member of the Association may voluntarily resign by giving written notice to the Board of Directors through its President.

(2) In case of termination of membership due to expulsion, the decision shall be taken by the General Assembly.

Art. 16. (1) A member of the Association may be expelled when he/she violates the Law, the Statutes, fails to comply with the decisions of the bodies of the Association, as well as when his/her actions damage the good name of the Association;

(2) In case of systematic non-participation in the activities of the Association, which circumstances shall be established by documents, the member of the Association shall be expelled, the decision shall be taken by the Board and this matter shall be included in its annual report to the General Assembly.

PROPERTY

Art. 17. The property of the Association shall consist of cash, movable and immovable property, intellectual property rights, securities, limited property rights and all those admissible by law as elements of the property of legal persons.

Art. 18. Acquisition of property shall be made by all permissible means of acquisition.

Art. 19. The property shall be used in the order approved by the General Assembly or in accordance with the instructions of the one who grants it, either gratuitously or gratuitously.

Art. 20. The property of the Association may be expended gratuitously by decision of the Board of Directors for the achievement of its objectives and in the performance of its activities.

Art. 21. The decision to spend the property of the Association gratuitously shall be taken by the General Assembly by a majority of 2/3 of all its members when it is in favour of:

  1. Members of its management bodies (other than the General Assembly), their spouses and their relatives in the direct line - without limitation, in the consanguineous line - up to the fourth degree, or in the consanguineous line - up to the second degree inclusive;
  2. Persons who were members of its governing bodies up to 2 years before the date of the decision;
  3. Legal entities that have financed the Association up to 3 years before the date of the decision and;
  4. Legal entities in which the persons referred to in items 1 and 2 are Managers or are able to obstruct or impose the decision.

MANAGEMENT BODIES

Art. 22. (1) The bodies of the Association shall be:

  • The General Assembly;
  • The Board of Directors;
  • President.

(2) The Board may establish additional bodies to carry out, temporarily or permanently, activities related to the achievement of certain objectives or the performance of certain functions to achieve the objectives of the Association. The Board may not delegate its powers to them.

Art. 23. The General Assembly of the Association is its collective supreme body and consists of all its members.

Art. 24. Powers of the General Assembly:

  1. Amend and supplement the Statutes;j
  2. Adopt other internal acts;
  3. Elect and dismiss the President of the Association and the members of the Board of Directors;
  4. Accepts and expels members of the Association;
  5. Adopt the annual report on the activities of the Board of Directors;
  6. Adopt the budget of the Association;
  7. Adopts the main guidelines for the Association's activities;
  8. Decides on the opening and closing of branches, on the participation of the Association in other organizations;
  9. Decides on the transformation and termination of the Association's activity;
  10. Determine the type and amount of membership fees, and decide on the collection of additional or extraordinary contributions;
  11. Decides on the conclusion of lease contracts for more than 3 years, as well as on the disposal of the real property of the Association, on the securing of obligations with it, on the establishment of limited property rights, and in general on its encumbrances;
  12. Annul the decisions of the Board of Directors that contradict the law, the Statute, the decisions of the General Assembly and other internal acts of the Association, as well as the incorrect and inappropriate decisions;

Art. 25. (1) The General Assembly shall be convened by the Board of Directors on its own initiative or at the request of one third of the members of the Association in writing.

(2) The convocation shall be made by a written invitation at least 7 /seven/ days before the date of the meeting, placed in a conspicuous place in the office of the Association and announced in the TRRJLC at the Registry Agency

(3) The invitation shall contain the agenda, the date, time and place of the meeting and on whose initiative the meeting is convened, an indication whether it is a regular or extraordinary meeting.

(4) Meetings of the General Assembly shall be lawful if more than 1⁄2 of the members of the Association are present. If the required quorum is not present, the meeting shall be adjourned to one hour later at the same place and with the same agenda.

(5) The Association shall keep and maintain books in which the minutes of the meetings of the General Assembly shall be recorded.

Art. 26. (1) Each member of the Association shall be entitled to one vote in voting procedures, except that voting by express written notarized proxy shall be permitted. In this case one person may not represent more than 3 members. No proxy shall be accepted.

(2) No decisions may be taken on matters not included in the agenda.

Art. 27. Meetings of the General Assembly shall be regular and extraordinary. Regular meetings shall be convened at least once a year in the first quarter. Extraordinary meetings shall be convened on the initiative of the Board of Directors or at the written request of 1/3 of the members. If, in the said case, the Board fails to convene the meeting within one month of the request, it shall be convened by the District Court of the registered office of the Association on the written request of the members concerned.

Art. 28. The decisions of the General Assembly shall be taken by a majority of more than 1⁄2 of those present, except for the decisions referred to in Article 24, items 1, 4 and 9, which shall be taken by a majority of more than 2/3 of those present.

Art. 29. (1) The Board of Directors shall consist of the President of the Association and two natural person members and shall be elected by the General Assembly for a term of three years. Until the election of a new Governing Board after the expiry of the term of the old one, the old one shall continue to perform its functions.

(2) A person who is not a member of the Association may also be elected as a member of the Governing Board.

Art. 30. (1) Powers of the Governing Board:

  1. Determine the extent of the representative power of its individual members;
  2. Ensure the implementation of the decisions of the General Assembly;
  3. Dispose of the property of the Association subject to the requirements of the law, the Statutes and the decisions of the General Assembly;
  4. Prepare and submit to the first regularly convened General Assembly a draft budget of the Association, as well as a report on its activities during the past year;
  5. Determine the address of the Association's headquarters and submit this matter to the first ordinary or extraordinary General Meeting for approval;
  6. Carry out the liquidation of the Association or appoint at its meeting a person to do so;
  7. Take decisions which by law or by the Statutes are not within the competence of the General Assembly;
  8. Open bank accounts, conclude and sign contracts, make payments and manage activities.

(2) The Governing Board shall meet at least once every three months and shall be convened by the President of the Association on his initiative or at the request of at least 1/3 of its members. If the President fails to convene a meeting within one week, then it may be convened by any of its members. Meetings shall be chaired by the President or another person elected by the Board.

(3) Convocation shall be by written invitation to each member of the Board by mail, return receipt requested, or by other appropriate means.

(4) Meetings of the Management Board shall be regular if more than half of its members are present. A person with whom there is a two-way telephone or other communication ensuring his identity and participation in the deliberations and decision-making shall also be deemed to be present. The vote of that member shall be attested by the signature of the chairman of the meeting

(5) An absent member may present his or her views in writing and express his or her vote in writing, notarised by signature.

(6) Decisions of the Management Board shall be taken by a simple majority of those present, except for decisions under Article 30, paragraph (1). (1)(3) and (6), which shall be decided by
majority of all members. The Governing Board may take a decision without holding a meeting if the minutes of that decision are signed by all
of its members without objections or observations.

(7) After the end of each calendar year, the Board of Directors of the Association shall prepare an annual report on the public benefit activities of the Association, which shall be submitted together with the annual financial statement to the TRRJLC at the Registry Agency.

Art. 31. Membership in the Board of Governors may be terminated early in the following 

  1. In case of violation of the provisions of the law, the Statutes or the decisions of the General Assembly or in case of damage to the good name of the Association, if such conduct is not the reason for his expulsion as a member of the Association;
  2. In case of inability to perform his/her duties for more than 6 months;
  3. By unilateral will of the member of the Board of Directors.

Art. 32. (1) The President of the Association shall be elected by the General Assembly and shall also perform the function of the Chairman of the Board. In case the President is unable to perform his functions, he shall be replaced by another member elected by the Board. This member shall perform the functions of the Chairperson temporarily, for a maximum of 3 months, or until the end of the Chairperson's term of office.

(2) In the event that the functions of the Chairperson are performed for a period not exceeding 3 months by another person, the authorisation shall be made by notarisation of the signature of the Board Member. If the substitution is to be longer than 3 months, this circumstance shall be declared for registration in the TRRJLNC at the Registry Agency.

(3) The Chairman shall have an equal vote with the other members of the Board of Directors in voting procedures.

Art. 33. Powers of the Chairman:

  1. Represent the Association in its relations with its members and with third parties;
  2. Organize the implementation of the decisions of the General Assembly and the Management Board;
  3. Carry out the relations of the Association with local and foreign associations;
  4. Organize the activities of the Association, carry out its operational management, ensure the management and protection of its property;
  5. Conclude employment contracts with the employees of the Association;
  6. Perform the functions assigned to it by the Board of Directors;
  7. Report to the Board on all circumstances concerning the Association's activities;
  8. Responsible for the operational work and ongoing implementation of the Association's policies;

REPRESENTATION AND STRUCTURE

Art. 34. The Association shall be represented in its relations with third parties by the President of the Association or by a member of the Board of Directors expressly authorized by him.

Art. (1) The Association may establish branches. The branch manager shall represent the Association for the activities of the branch.

(2) The powers of the Branch Manager shall be determined by a resolution of the Board and shall be drawn up in writing at the time of registration of each individual branch.

(3) A Branch Manager may be a member of the Board.

DISSOLUTION OF THE ASSOCIATION

Art. 36. The activities of the Association shall be terminated in the following cases:

  1. By decision of the General Assembly, when the objectives of the Association have been achieved and the continuation of its activities becomes pointless;
  2. By decision of the District Court of the Association's registered office, when:
    (a) the Association is not incorporated in the manner provided by law or the number of its members remains less than the number provided by law;
    (b) when the Association carries out an activity contrary to the law or public order;
    (c) where the Association is declared bankrupt.

Art. 37.(1) In the event of dissolution of the Association outside the cases of insolvency, liquidation shall be carried out in accordance with the provisions of the Law on Legal Entities and the Civil Code.

(2) Upon completion of the liquidation, the remaining assets of the Association shall be distributed in accordance with a decision of the General Assembly. If this decision has not been taken by the time liquidation commences, it shall be taken by the liquidator.

(3) In the event of liquidation of the Association after satisfaction of its creditors, no distribution of the remaining property may be made among its members.

FINAL PROVISIONS

Art. 38. These Statutes shall apply in the event that its provisions do not conflict with the legislation in force. In the event of a conflict between the provisions of the statutes and statutory provisions, the provisions of the law shall apply.

Art. 39. In the event of matters not covered by these Statutes, the provisions of Bulgarian law shall apply.