ARTICLES OF ASSOCIATION

SECTION I – GENERAL PROVISIONS

Article 1. The Bulgarian Danube Chamber (BDC) is a voluntary non-profit association established to assist, promote, represent and protect the interests of its members, and to contribute to the development of national and international Danube economic cooperation and to the affirmation of a spirit of integrity in Bulgarian Danube business. The Association is established and operates as a non-profit legal entity for private benefit pursuant to the Non-Profit Legal Entities Act.

Article 2. The name of the Association shall be "Bulgarian Danube Chamber". In Latin script it shall be written as follows: "Bulgarian Danube Chamber". The name shall appear on all outgoing documents of the Association.
Article 3. (1) The BDC shall carry out its activities in accordance with the applicable national legislation, ratified international instruments and these Articles of Association.
(2) The BDC is a legal entity with its registered office in the city of Ruse.

(3) The BDC is established for an indefinite term.

SECTION II – OBJECTIVES AND MEANS FOR THEIR ACHIEVEMENT

Article 4. (1) The BDC shall assist, promote, represent and protect the economic and employment interests of its members by:
1. Participating, upon invitation, in the development of national programmes for the development of Danube business or providing opinions thereon.
2. Submitting to the competent state authorities draft regulatory acts and the coordinated opinion of its members on draft regulatory acts and decisions concerning Danube business.
3. Examining the application of regulatory acts in the economic sphere and proposing to its members and to the competent state authorities measures for their observance and improvement.
4. Assisting and encouraging the activity of its members in order to increase the efficiency of Danube business.
5. Protecting the common interests of its members before state and public institutions in Bulgaria and abroad.
(2) The BDC shall support the expansion of the participation of commercial companies in international Danube economic cooperation by representing, under authorisation from its members, their interests before foreign chambers or chambers of commerce and other bodies engaged in commercial activity, before international organisations, etc.
Article 5. In carrying out its tasks, the BDC shall cooperate with the competent state authorities and organisations.

Article 6. The BDC may open representative offices in Bulgaria and abroad, and may associate with foreign and domestic persons in connection with its objectives and tasks.

Article 7. The BDC shall represent the interests of its members in international non-governmental organisations, as well as in intergovernmental organisations upon authorisation by the competent state authorities.

Article 8. In pursuing its objectives and tasks, the BDC shall organise conferences, symposia, round tables and meetings of specialists in Bulgaria and abroad.

SECTION III – MEMBERS. RIGHTS AND OBLIGATIONS

Article 11. Membership in the BDC shall be voluntary.
Article 12. (1) The BDC shall have full members and associate members.
(2) Full members of the BDC may be legal entities – commercial companies, as well as sole traders carrying out or supporting Danube business. Associate members of the BDC may be non-profit legal entities, publicly funded legal entities, civil partnerships and legally capable natural persons connected with Danube business.
(3) State authorities, political parties, trade unions, religious organisations and persons of poor reputation in Danube business may not be members of the BDC.

(4) Membership rights shall be non-transferable.
Article 13. New members of the BDC shall be admitted on the basis of a written application submitted to the Management Board, in which the applicant declares that it accepts the Articles of Association and shall observe ethical standards of market conduct in its Danube activities.
Article 14. Each member of the BDC shall have the right:

1. To participate in person or through its representative in the General Meeting.

2. To be elected personally or through its duly authorised representative to the management and supervisory bodies of the BDC.
3. To one vote, which shall be exercised in person or by its attending representative.
4. To use the services of the BDC free of charge or at a discount.
5. To receive information from the Management Board regarding the activities of the BDC.
6. To indicate, where necessary, documents evidencing its membership in the BDC.

7. To participate in the work of councils, committees, sections and other bodies of the BDC and to use their assistance in carrying out its activities.
Article 15. Each member of the BDC shall be obliged:
1. To comply with the Articles of Association and to assist in achieving the objectives and tasks of the BDC.
2. To provide the BDC with the necessary information on its activities, without prejudice to the commercial secrecy of its business.
3. To preserve manufacturing, commercial and other secrets in connection with its participation in the activities of the BDC, in accordance with the requirements of the law and the rules of proper conduct and fair competition.
4. To pay the prescribed membership fee and to provide funds for the implementation of targeted programmes and other collective events to which it has given prior consent.

TERMINATION OF MEMBERSHIP

Article 16. Membership shall be terminated:

1. Upon one month's written notice to the Management Board.
2. Upon declaration of insolvency or termination of the legal entity, or upon death, serious illness or placement under judicial disability of the natural person.
3. By decision of the Management Board for:

a) gross breach of statutory obligations;

b) repeated breaches of statutory obligations;

c) actions contrary to the objectives of the BDC.

The decision on expulsion may be appealed before the General Meeting within one month of its service. Members whose membership has been terminated shall have no claims to the property of the Association.

SECTION IV – GOVERNANCE. GOVERNING BODIES

Article 17. The governing bodies of the BDC shall be the General Meeting, the Management Board, the Chairperson and the Supervisory Board.

GENERAL MEETING

Article 18. (1) Full members and associate members shall participate in the General Meeting in person or through a representative.

(2) Legal entity members shall be represented at the General Meeting by their legal representatives or by expressly authorised persons.

(3) A proxy may only be a natural person.

(4) Powers of attorney shall be issued expressly for participation in the General Meeting, for a limited or unlimited number of sessions.

(5) Proxies shall not be entitled to sub-authorise third parties.

(6) A proxy may represent only one member of the General Meeting.
Article 19. (1) An ordinary General Meeting shall be convened at least once per year by the Management Board.
(2) An extraordinary General Meeting shall be convened by the Management Board on its own initiative, at the request of at least one third of the full members, or at the request of the Supervisory Board.
(3) The General Meeting shall be convened by sending written invitations to the members at least 15 days before the date on which it is to be held. The invitation shall contain information on the place, date, time and agenda of the meeting.
(4) The General Meeting shall be duly constituted if at least half of the full members are present.

(5) At the session of the General Meeting, a list of the attending members or their representatives shall be prepared. Members and representatives shall identify themselves and certify their attendance by signature. The list shall be certified by the Chairperson and the Secretary of the General Meeting.
(6) In the absence of a quorum, the session shall be postponed by one hour and may be held at the same place and with the same agenda irrespective of the number of attendees.
Article 20. (1) The General Meeting shall:
1. Amend and supplement the Articles of Association of the BDC.
2. Approve the guidelines for the activities of the BDC.
3. Determine the amount of the membership fee.
4. Review and approve the reports of the Management Board and the Supervisory Board.
5. Determine the number of and elect members of the Management Board and the Supervisory Board.
6. Adopt decisions on reorganisation and termination of the BDC.
7. Adopt the budget of the BDC.
(2) Decisions of the General Meeting shall be adopted by open vote by a simple majority of those present, and on items one and six by a majority of at least two thirds of those present.

Article 21. At the General Meeting, full members shall have a decisive vote, while associate members shall have an advisory vote.

MANAGEMENT BOARD

Article 22. (1) Persons nominated by full members may be elected as members of the Management Board. The Management Board may invite to its meetings persons related to the matters under consideration, with an advisory vote.
(2) The Management Board shall be convened at least once every three months, at the request of the Chairperson, three members of the Management Board or the Supervisory Board.
(3) Meetings of the Management Board shall be duly constituted if more than half of its members are present.
(4) The Management Board shall consist of five members and shall be elected for a term of three years.

(5) The members of the Management Board, or the natural persons representing legal entities that are members of the Board, must:

1. Have permanent residence in the Republic of Bulgaria.

2. Have higher education.

3. Have professional qualification and experience.
Article 23. The Management Board shall:
1. Organise the implementation of the decisions of the General Meeting and report to it on the activities of the BDC.
2. Adopt plans and programmes for the activities of the BDC and prepare the draft budget of the BDC.
3. Adopt rules, fee tariffs and other acts concerning the activities of the BDC.
4. Elect a Chairperson, Deputy Chairperson and Secretary.

5. Perform other functions except those falling within the exclusive competence of the General Meeting.
Article 24. (1) Members of the Management Board may receive remuneration for their activities.

(2) Decisions of the Management Board shall be adopted by open vote by simple majority.
(3) Decisions may be adopted if more than half of the members of the Management Board are present, either in person or represented by another member of the Board. No attending member may represent more than one absent member.

(4) The members of the Management Board shall be obliged to preserve the secrets of the BDC and its members even after they cease to be members of the Board.

CHAIRPERSON

Article 25. The Chairperson shall:
1. Organise, manage and control the activities of the BDC in accordance with these Articles of Association and the decisions of the General Meeting and the Management Board.
2. Represent the BDC in Bulgaria and abroad.
3. Appoint and dismiss, in coordination with the Management Board, employees who are not elected officers.
4. Chair the meetings of the Management Board and the General Meeting.

DEPUTY CHAIRPERSON AND SECRETARY

Article 26. The Deputy Chairperson shall substitute for the Chairperson in his or her absence and shall perform other functions assigned by the Chairperson.
Article 27. The Secretary shall organise the preparation and holding of meetings of the Management Board and the General Meeting, shall be responsible for keeping and safeguarding the documentation of the Association, and shall monitor compliance with the decisions of the General Meeting, the Management Board and these Articles of Association.

SUPERVISORY BOARD

Article 28. (1) The Supervisory Board shall consist of three members and shall be elected for a term of three years. A person who was a member of the Management Board during the preceding term may not be elected as a member of the Supervisory Board.
(2) The Supervisory Board shall:
1. Audit the financial and accounting activities and the proper safekeeping and use of funds.
2. Provide an opinion to the General Meeting on the reports of the Management Board.
3. Report on its activities to the General Meeting.
4. Elect a Chairperson from among its members.
(3) The requirements under Article 22, paragraphs 1, 3 and 5, and Article 24 shall also apply to the Supervisory Board.

SECTION V – PROPERTY

Article 29. The property of the BDC shall consist of ownership rights and other rights in rem over immovable and movable property, intellectual property rights, securities, participations in commercial companies and other companies, etc.
Article 30. (1) The financial resources for achieving the objectives of the BDC shall be raised from:
1. Membership fees.
2. Targeted contributions.
3. Donations.
4. Other lawful sources.
(2) The amount of and rules concerning the membership fee shall be regulated by Rules, which constitute Annex No. 1 to these Articles of Association and form an integral part thereof.

(3) Foreign and domestic persons may make donations in favour of the BDC, which shall be accepted by the Management Board. Where a specialised fund, award or targeted programme is established by donation or testamentary disposition, the donor or testator may determine its name.
Article 31. The financial activity of the BDC shall be carried out in accordance with the annual budget adopted by the Management Board.
Article 32. (1) Targeted funds in Bulgarian leva and foreign currency may be established with the BDC for financing individual events and programmes. The resources for such funds shall be collected from the interested members.
(2) Sources for financing events and activities assigned to the BDC by state authorities shall be determined and provided by those state authorities.
Article 33. The BDC shall be liable for its obligations with its property. It shall not be liable for the obligations of its members.

SECTION VI – TERMINATION

Article 34. (1) The BDC may be terminated by decision of the General Meeting.
(2) In the event of liquidation or insolvency of the BDC, the provisions of the applicable legislation shall apply.
(3) Distribution of the property remaining after satisfaction of creditors in liquidation or insolvency shall be carried out pursuant to a decision of the General Meeting.

SECTION VII – MISCELLANEOUS PROVISIONS

Article 35. The BDC shall have a round seal, which shall be affixed to documents whereby property obligations are assumed, as well as to issued certificates and other documents and to outgoing correspondence.

Article 36. The holiday of the BDC shall be 19 December, in accordance with an old sailors' tradition.

These Articles of Association were adopted at the Constituent Meeting of the BDC held on 12 February 2010 in the city of Ruse.