English

The Association for Modern Trade is a Bulgarian non-profit organisation.

Members of the Association of Modern Trade:
Aiko Multi Concept Ltd
Baumax Bulgaria EOOD
Billa Bulgaria EOOD
Deichmann targovia s obuvki EOOD
dm Bulgaria EOOD
Doverie - Brico AD
Hippoland AD
Kaufland Bulgaria EOOD & Co KD
Lidl Bulgaria EOOD & Co KD
Maxima Bulgaria EOOD
Metro Cash & Carry Bulgaria EOOD
Promarket OOD

Management Board
1. Billa Bulgaria EOOD - Chairman
2. Doverie - Brico AD
3. Kaufland Bulgaria EOOD & Co KD
4. Lidl Bulgaria EOOD & Co KD
5. Metro Cash & Carry Bulgaria EOOD

Executive Director:
Iordan Mateev

Contact Information:
Address: 1756 Sofia, Sopharma Business Towers, 5 Lachezar Stanchev St., Tower B, Floor 4, Office 1
Phone: (+359) 88 957 77 46 and (+359) 2 44 33 444
E-mail: office@moderntrade.bg

ARTICLES OF ASSOCIATION of Association for Modern Trade

I. STATUS, NAME, SEAT AND REGISTERED ADDRESS, TERM
Status
Art. 1 (1) These Articles of Association establish Association for modern trade (the “Association”) and regulate its organisation as a Bulgarian not-for-profit legal entity in accordance with the Law on Non-Profit Legal Entities.
(2)The Association shall be a separate non-profit legal entity apart from its members.
(3) The Association shall be liable for its obligations up to the amount of its assets.
(4) The members of the Association shall be liable for the Association’s obligations up to the amount of their contributions in property. The members of the Association shall not be personally liable for the obligations of the Association.

Name, Seat and Registered Address
Art. 2 (1) The name of the Association shall be “Сдружение за модерна търговия”. The name may also be written in the English language as “Association for Modern Trade”.
(2) The seat of the Association shall be the city of Sofia.
(3) (Amended by Decision of the GA dated 16.09.2015) The registered address of the Association shall be the city of Sofia, Municipality of Sofia, Izgrev District, Iztok Residential Area, 5 Lachezar Stanchev Str., Sopharma Business Towers, Building “B”, 4th floor.
(4) Any and all written communications made on behalf of the Association shall contain its name, seat and registered address, as well as registration data of the Association, including its BULSTAT Number.

Term
Art. 3 The existence of the Association shall not be limited by term.

II. GOALS AND MEANS FOR THEIR ACHIEVEMENT, SUBJECT MATTER OF ACTIVITY, SUBJECT MATTER OF BUSINESS ACTIVITY, DETERMINATION OF THE ACTIVITY

(Amended by Decision of the GA dated 16.09.2015)
Goals and Means for their Achievement. Subject Matter of Activity
Art. 4 (1) (Amended by Decision of the GA dated 16.09.2015) The Association has the following goals:
1. to contribute to the improvement of the business and trade environment in the Republic of Bulgaria;
2. to contribute to the development, modernization and growth of the trade sector of the Republic of Bulgaria’s economy;
3. to safeguard the interests of its members before public and legal authorities, as well as authorities for out-of-court dispute resolution;
4. to represent the interests of its members before non-government organizations at national, regional and international level;
5. to stimulate the cooperation of its members with local and foreign organizations;
6. to encourage and assist to the development of conditions of free, fair and transparent competition on the market;
7. to promote and encourage the development of the Bulgarian producers in the spirit of partnership.
(2) (Amended by Decision of the GA dated 16.09.2015) With regard to achieving its goals the Association is entitled to use any means, permitted by law, including but not limited to:
1. development of strategies and proposals for amendment and supplement to the legislation in force, which shall be presented to the competent authorities;
2. participation in joint activities for economic development with public authorities and non-government organizations;
3. preparation of opinions and recommendations  on projects, programmes, strategies and other documents on economic development of the trade sector;
4. participation in consultative councils and working groups to public authorities and non-government organizations;
5. development and adoption of rules and principles on professional ethics and fair competition and monitoring the conformance of its members with such rules and principles;
6. introduction and maintenance of new systems, forms and methods for education, pre-qualification and improvement of the qualification of agents or representatives of its members and their employees;
7. conduct of any research, collection and distribution of scientific, statistic information and analysis concerning the legal, economic and social topics,  related to trade and services sector;
8. establishing contacts and communication with the media, media organizations and representatives of the civil society;
(3) (Amended by Decision of the GA dated 16.09.2015) With regards to achieving its goals the Association is entitled to perform any activity, permitted by law, including but not limited to:
1. initiation and participation in any initiative in relation to improvement of the regulatory framework of business and trade and free competition in the Republic of Bulgaria;
2. representation and protection of the legitimate interests of the members of the Association before public and legal authorities and non-governmental organizations;
3. cooperation with experts and organizations, as well as with public authorities with regard to implementation of the Association’s goals;

Subject Matter of Business Activity
Art. 5 (1) For the purposes of achievement of its goals, preservation and increase of its assets and to the extent permitted by law, the Association shall have the right to perform supplementary business activity, ancillary to its principal activities and related mainly to:
1. issuance and distribution of materials in written and/or electronic form;
2. organisation and implementation of conferences, symposiums and seminars;
3. communication with the media;
4.  public opinion polling;
(2) The Association shall use the incomes incurred under Section 1 only for achievement of its goals, as determined in Art. 4 (1) of these Articles of Association.

Determination of the Activity
Art. 6 The Association shall perform its activity for private benefit.

III. PROPERTY OF THE ASSOCIATION
Assets of the Association
Art. 7 (1) The assets of the Association shall be formed by:
1. contributions in property of the members;
2. donations and wills;
3. sponsorship;
4. from business activities performed by the Association with regard to the self-financing of the Association and to achieving its goals.
(2) (Amended by Decision of the GA dated 16.09.2015)  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 goals and provisions set out herein, the Rules of Conduct of the Association or the legislation of the Republic of Bulgaria.
(3) In case the annual income of the Association exceeds its expenses, the excess shall be used for expansion of the activities of the Association with regard to achieving of the goals set out herein. The excess shall not inure to the members as profit to be distributed among the members and shall not be used for the payment of dividends or any other similar income.
(4) The accounting of the income and outcome of the Association shall be kept in accordance with the Bulgarian legislation.

Contributions in Property
Art. 8. (1) Each member of the Association shall make compulsory and voluntary contributions.
(2) The compulsory contributions are:
1. (Canceled by Decision of the GA dated 16.09.2015);
2. membership contributions;
3. extraordinary contributions.
(3) (Amended by Decision of the GA dated 16.09.2015)  Each member of the Association is obligated to make a  membership contribution in the amount and under the conditions specified in a decision of the General Meeting on proposal from the Management Board. The membership contribution shall be paid via bank transfer or on а cash desk. New members shall pay annual membership contribution for the year of admission proportionally to the days left of the respective year.
(4) Pursuant to a resolution of the General Meeting of the Association, the members shall be under the obligation to make extraordinary contributions in cash or in other property for the achievement of specific goals, determined in the Articles of Association or in a resolution of the General Meeting. In its resolution, the General Meeting shall specify the goal, type, amount and way for collection of such extraordinary contributions.
(5) The members may make voluntary property contributions on their own volition, subject to acceptance by the Management Board via a decision adopted with ordinary majority.

IV. MEMBERSHIP
Membership
Art. 9 (Amended by Decision of the GA dated 16.09.2015) The membership in the Association is voluntarily. Members of the Association could be Bulgarian and/or foreign merchants, which have a total sales area of the stores in the Republic of Bulgaria exceeding 3,000 ( three thousand) sq.m.; and comply with one of the following requirements:
(i) annual turnover in the Republic of Bulgaria in excess of BGN 10,000,000 (ten million), net of taxes; or
(ii) permanent employees in the Republic of Bulgaria exceeding 300 (three hundred) people.
(2) (New Decision of the GM dated 16.09.2015) By way of an exception the General Meeting may admit Bulgarian and/or foreign companies which do not meet the membership conditions of Article 9 (1) by a decision adopted with majority 2/3 of all members.

Rights and Obligations of the Members
Art. 10 (1) Each member of the Association is entitled to:
1. participate in the Association’s activity and in the sessions of the General Meeting;
2. participate in the management of the Association by exercising its right to elect and to be elected in the governing bodies;
3. receive information about the Association’s activity;
4. control the Association’s activity and its governing bodies;
5. to make use of the Association’s property and to benefit from the results of its activity under the requirements of the present Articles of Association.
(2) Each member of the Association:
1. shall participate in the Association’s activity and in the sessions of the General Meeting;
2. (Amended by Decision of the GM dated 16.09.2015) shall comply with these Articles of Association, the Rules of Conduct of the Association and the resolutions of the General Meeting and the Management Board as well as with the legislation in the Republic of Bulgaria;
3. shall assist for the achievement of the Association’s goals;
4. shall make the contributions in property provided for by these Articles of Association or by a resolution of the General Meeting.
5. shall not utilize their membership for any purposes in violation of this Articles of Association or the applicable law;
6. shall protect the image and reputation of the Association.
(3) The rights and the obligations of the members, except for the economic rights, are not transferable and do not pass over other persons in case of:
1. demise of a merchant-natural person - member of the Association; or
2. termination of a merchant-natural person - member of the Association; or
3. termination of a legal entity - member of the Association.
(4) The exercise of members’ rights and the fulfilment of their obligation could be carried out by a third party through an explicit written power of attorney.

Acquisition of Membership
Art. 11 (1) Membership in the Association could be acquired by virtue of:
1. participation in the incorporation; or
2. (Amended by Decision of the GM dated 16.09.2015) a resolution of the Management Board or the General Meeting.
(2) (Amended by Decision of the GM dated 16.09.2015) For acquisition of membership by virtue of a resolution of the Management Board it is necessary for the potential candidates to submit a written application to the Management Board of the Association declaring that they meet the conditions of Article 9 (1) of the Articles of Association, that they accept the terms and conditions set forth in the Articles of Association and Rules of Conduct of the Association and that they will assist for the achievement of its goals. The Management Board shall review the application within 2 months period and shall take an unanimous resolution for admission of member of the Association.
(3) (Amended by Decision of the GM dated 16.09.2015) For acquisition of membership by virtue of a resolution of the General Meeting pursuant to Article 9 (2) of the Articles of Association it is necessary for the potential candidates to submit a written application to the Management Board of the Association declaring that they accept the terms and conditions set forth in the Articles of Association and Rules of Conduct of the Association and that they will assist for the achievement of its goals. The Management Board shall include the membership application in the agenda for the next forthcoming General Meeting, which shall be convened no later than 3 (three) months as of receipt of the application. The General Meeting adopts a resolution for admission of a member pursuant to Article 9 (2) of the Articles of Association.
(4) (Amended by Decision of the GM dated 16.09.2015) The Management Board and the  General Meeting have full discretion whether to admit a certain candidate for a member of the Association.

Termination of Membership
Art. 12 (1) Membership in the Association shall be terminated:
1. by one-month written notice served by the respective member to the Management Board of the Association;
2. upon demise or termination of a merchant-natural person - member of the Association;
3. upon termination of the legal entity of the respective member;
4. in case of expulsion of a member;
5. in case of winding-up or bankruptcy of the Association;
6. in case of discontinuation of membership.
(2) Under the terms of section (1), para. 1 hereinabove, membership shall be terminated upon expiration of the time limit specified in the notice.
(3) (Amended by Decision of the GM dated 16.09.2015) Expulsion of a member from the Association shall take place in case the respective member systematically does not fulfil, or breaches the Articles of Association, Association’s Rules of Conduct, the resolutions of the Association’s governing bodies or where its behaviour is inconsistent with continuation of its membership. The expulsion shall be effectuated by virtue of a resolution of the General Meeting of the Association, adopted by a majority of two thirds of the present members.
(4) (Amended by Decision of the GM dated 16.09.2015) A decision on expulsion may be adopted only on condition that:
1. the respective member of the Association has been notified in writing by the Management Board about the nature of the breach, and (if curable) the time limit to make good such breach; and
2. the member of the Association should have failed to make good such breach within the time limit prescribed in the notification under point 1 (if such time limit was provided in the notification) and if the Management Board has made a proposal for the expulsion of the member to the General Meeting.

(5) The period granted for making good a curable breach may not be less than 60 (sixty) calendar days.
(6) (New Decision of the GM dated 16.09.2015) Upon his discretion and on the basis of the provided documents or the actions undertaken by the member instead of making a proposal for expulsion, the Management Board may suspend the rights of the member in the Association for a certain period of time but no longer than 1 year. In case of suspension of membership the member cannot exercise his rights in the Association for the period of time. After expiration of the suspension period, the Management Board shall either make a proposal to the General Meeting for the expulsion of the member, or take a decision to restore the membership rights henceforth. During the suspension period, the Management Board may restore the membership rights henceforth in case the member provides to the Management Board documents or undertakes actions to cure the breach
 (7) (former paragraph 6, Amended by Decision of the GM dated 16.09.2015) Discontinuation of a membership shall take place in case of incompliance with the requirements set forth in Article 9 (1) of the Articles of Association (with the exception of the cases of a member admitted pursuant to Article 9 (2) or if the respective member does not make one contribution (membership or extraordinary contribution, as the case may be) in 3-months period as of receipt of the respective  invoice issued by the Association or systematically does not take part in the Association’s activity for a period longer than 1 (one) year. In case of non-payment of a contributions the Management Board shall address a warning of the forthcoming cancellation of membership no sooner than 1 month prior to the expiration of the 3 month period for payment. The existence of grounds for discontinuation of membership shall be ascertained by the Management Board of the Association on the basis of documentation. The Management Board shall put in writing its assertion as a resolution, which shall be delivered to the respective member of the Association. The membership shall be considered automatically terminated as of the delivery date of the Management Board’s resolution pursuant to the foregoing sentence.
(8) (former paragraph 7)  Upon termination of the membership, no affiliation, membership, extraordinary and/or voluntary contributions shall be restored

V. GOVERNING BODIES
Governing Bodies
Art. 13 (1) The governing bodies of the Association shall be:
1. General Meeting; and
2. Management Board.
(2) (New - Dec. of the GM dated March 15th, 2013) The Management Board may appoint an Executive Director of the Association.
(3) (Amend. - Dec. of the GM dated March 15th, 2013)  The Management Board may appoint a Secretary of the Association.

General Meeting
Art. 14 (1) The General Meeting shall be the superior governing body of the Association.
(2) The General Meting shall consist of all members of the Association.

Powers of the General Meeting
Art. 15 (1) The General Meeting shall have the following powers:
1. amends and supplements these Articles of Association;
2. to resolve on the re-organisation and dissolution of the Association;
3. accepts and expels members of the Association;
4. appoints and dismisses the members of the Management Board;
5. adopts the budget of the Association;
6. (Suppl. - Dec. of the GM dated March 15th, 2013) approves the report on the activity of the Management Board and the report for the activity of the Executive Director, if such has been appointed;
7. (Amended by Decision of the GM dated 16.09.2015) repeals the resolutions of the Management Board that contradict the provisions of the effective legislation, these Articles of Association, the Rules of Conduct of the Association or other internal acts related to the Association’s activity;
8. determines the amount of the contributions collected from the members of the Association;
9. (Amended by Decision of the GM dated 16.09.2015) authorises transaction with property of the Association, which exceeds in value BGN 60,000 (sixty thousand leva);
10. (Amended Decision of the GM dated 16.09.2015) adopts the basic internal acts, regulating the activities of the Association, including Rules of Antitrust Compliance and the Rules of Conduct of the Association.
(2) The resolutions of the General Meeting shall be binding upon and observed by the Management Board of the Association.
(3) The resolutions of the General Meeting shall be subject to judicial control with respect to their compliance with the law and these Articles of Association.

Convocation of the General Meeting
Art. 16 (1) The General Meeting of the Association shall be summoned at least once per year by the Management Board upon its own initiative or upon a written request of one third of the members of the Association.
(2) In case the Management Board does not make a written invitation for the convocation of the General Meeting within 14 (fourteen) days as of the date of the written request under the foregoing sentence, the General Meeting shall be summoned by the registration court of the Association upon written request of the interested members or their attorney-in-fact.
(3) (Amended Decision of the GM dated 16.09.2015) The convocation shall be carried out through a written invitation, send via post, courier, e-mail or fax to all members at least 14 (fourteen) days prior to the date for which the session of the General Meeting is scheduled.
(4) The invitation shall specify, among other things, the agenda of the meeting, date, time and place where the General Meeting will be held and who has initiated its summoning.

Quorum
Art. 17 (1) The session of the General Meeting shall be valid if more than 1/2 (one half) of its members are present.
(2) (Amended Decision of the GM dated 16.09.2015) In case a quorum is not achieved, the meeting shall be postponed for 1 (one) hour, preserving the same place and under the same agenda, and shall be valid no matter how many members are present.

Voting
Art. 18 (1) (Amended by Decision of the GM dated 16.09.2015) Each member of the General Meeting shall be entitled to one vote. A member of the General Meeting shall not be entitled to vote on issues, related to (i) himself or his/her spouse or direct relatives - without limitation, lateral relatives - up to the fourth degree, or relatives by marriage - up to second degree inclusive, or (ii) legal entities, in which he\she is a manager or in which such member may procure or prevent the adoption of decisions. In cases under Art. 15 (1), para. 3 in relation to Art. 12, the member, for whom a procedure for expulsion has been opened, shall not be entitled to vote.
(2) Each member of the General Meeting may vote personally or through an attorney-in-fact, authorised with an explicit written power of attorney. One member may not represent more than two other members in the General Meeting. Re-authorization shall not be allowed.

Decision Making Process
Art. 19 The General Meeting shall pass its resolutions with majority of the present members. The resolutions under Art. 15 (1), para. 1, 2, 3 in relation to expulsion of members of the Association, 8 and 10 shall be passed with 2/3 (two third) majority of the present members. The resolutions under Art. 9, para 2 shall be passed with 2/3 (two third) majority of all member.

Management Board
Art. 20 (1) The Management Board shall be the managing body of the Association.
(2) Members of the Management Board shall be members of the Association and/or capable individuals designated by legal entities - members of the Association.
(3) (Amended by Decision of the GM dated 16.09.2015) The Management Board shall consist of 5 to 7 members elected for a period of 2 years. The Members of the Management Board may be re-elected without limitations. The General Meeting shall elect one of the members of the Management Board as Chairman of the Management Board.
(4) Each member of the Association is entitled to suggest to the General Meeting members and/or Chairman of the Management Board.
(5) The members of the Management Board, including the Chairman of the Management Board, may be released from office at any time upon resolution of the General Meeting.

Powers of the Management Board
Art. 21 (1) The Management Board shall have the following powers:
1. procures the implementation of the resolutions of the General Meeting;
2. organises and manages the activities of the Association;
3. (New Decision of the GM dated 16.09.2015) accepts members of the Association, makes decisions for suspension of membership and makes suggestions to the General Meeting for the expulsion of members
4.  (former para.3) adopts principal trends and program on the activity of the Association;
5.  (former para.4) resolves on issues related to the development of the Association;
6.  (former para.5) resolves on the opening and closing of branch offices of the Association;
7.  (former para. 6) resolves on participation in other not-for-profit legal entities and other organizations in the country and abroad;
8.  (former para. 7, Amended by Decision of the GM dated 16.09.2015) disposes of the Association’s property in compliance with the requirements of these Articles of Association and the Bulgarian legislation with a value not exceeding BGN 60,000 (sixty thousand leva) inclusive; disposal of property of the Association with a value in excess of BGN 60,000 (sixty thousand leva) shall be authorised by a decision of the General Meeting;
9.  (former para. 8)drafts and submits to the General Meeting the draft-budget of the Association;
10.  (former para. 9) drafts and submits to the General Meeting a report on the activity of the Association;
11. (former para.10) determines the procedure and organises the performance of the Association’s activities and is responsible for this performance;
12. (former para. 11). (New - Dec. of the GM dated March 15th, 2013) appoints and relieves the  Executive Director of the Association and Secretary of the Association;
13. (former para. 12) carries out a liquidation procedure with regard to the Association or appoints another person for liquidator;
14. (former para.13) resolves on all issues, which are not included in the powers of the General Meeting by virtue of law or the provisions of these Articles of Association.
(2) The resolutions of the Management Board of the Association, which have been taken in contradiction with law, these Articles of Association or foregoing resolutions of the General Meeting, could be challenged before the General Meeting upon request of the interested members of the Association addressed within one month as of the respective resolution has come to their knowledge but not later than one year as of the date on which the resolution is taken by the Management Board.

Convocation
Art. 22 (1) The Management Board shall hold meetings at least once per three month.
(2) The meetings of the Management Board shall be called by the Chairman of the Management Board upon its own motion or upon the written request of at least one-third of its members. In case the Chairman of the Management Board fails to summon a meeting of the Management Board in seven-day term as of the date of the written request under the preceding sentence, anyone of the interested members of the Management Board may summon a meeting.
(3) (Amended by Decision of the GM dated 16.09.2015) The invitation for the convocation of a meeting of the Management Board shall be addressed in writing or by e-mail to each one of the members at least seven days before the date of the meeting. In emergency cases for convocation of a meeting of the Management Board, the seven-day term specified in the foregoing sentence, shall not apply.
(4) The Chairman shall preside the meetings of the Management Board. In case the Chairman is not present at the meeting, the Management Board shall elect a chairman of the meeting from among its members.

Quorum
Art. 23 (1) The Management Board shall pass valid resolutions if more than one half of its members are present at a meeting.
(2) (Amended by Decision of the GM dated 16.09.2015) A member of the Management Board shall be considered present if there is a real time telephone, conference, e-mail communication or other similar connection between such a member and the other members of the Management Board provided that such a connection guarantees the identification of such a member and allows him/her to participate in the discussions and in the passing of the resolutions. The person who is presiding the meeting shall certify the voting pursuant to the foregoing sentence in the minutes of proceedings.

Majority
Art. 24 (1) (Amended by Decision of the GM dating 16.09.2015) The Management Board shall pass its resolutions by majority of the present members. The resolutions under Art. 21, para. 9 and 10 shall be passed by the majority of all members of the Management Board, and under Article 21 para. 3 and 8 - with unanimity. The Chairman shall be entitled to vote equally with the other members of the Management Board. In the cases under article 21 (1) para. 3 in relation to article 12, the member, for whom a procedure for expulsion from the Association has been undertaken and/or suspension of memberships, has no voting rights.
(2) (Amended by Decision of the GM dating 16.09.2015) Resolutions could be taken in meetings where the required number of the members are present, in telephone conference calls and through exchange of documents via e-mail, facsimile or through any other similar manner.
(3) The Management Board may pass valid resolutions in absentio if the minutes containing the respective resolution were signed without any objections by all members of the Management Board.

Representation
Art. 25 (1) The Association shall be represented in its relations with third parties by the Chairman of the Management Board.
(2) The representative authority of the Chairman shall be effective with respect to bona fide parties after the date of its registration in the registry of not-for-profit legal entities kept by the District Court where the seat of the Association is located. Until registration of a new Chairman, the Association shall be represented by the former Chairman, even if its respective term as per Article 20 Section 3 herein has elapsed.

Powers of the Chairman of the Management Board
Art. 26 (1) The Chairman of the Management Board shall have the following powers:
1. to manage the day-to-day activities of the Association;
2. to implement the resolutions of the General Meeting and the Management Board;
3. to implement the budget of the Association and shall before the Management Board present a report on the implementing activities upon elapsing of its term as per Article 20 Section 3 herein;
4. to organise the proper keeping of the accounts of the Association;
5. execute documents on behalf of the Association.
(2) In case a Secretary of the Association is not appointed, its functions shall be undertaken by the Chairman of the Management Board.

Executive Director
Art. 27 (New - Dec. of the GM dated March 15th, 2013) (1) Executive Director of the Association is a position, occupied by appointment of the Management Board. The Executive Director assists the Management Board in the day-to-day management of the Association’s activities and contributes for the achievement of the goals of the Association.
(2) The Executive Director:
1. coordinates and manages the day-to-day operations of the Association;
2. performs the main directives and program for the Association’s activity, developed by the Management Board;
3. makes recommendations, provides guidance, indicates for problems and assists to resolve them;
4. participates in the work of the Management Board and the General Meeting;
5. participates in meetings and events with the participation of third parties, maintains contact and communicates with third parties in regard to the activities of the Association;
6. Informs duly the Management Board of his activity;
7. prepares and submits to the General Assembly an annual report of his activity;
8. performs other tasks, assigned by the Management Board in connection with the activities of the Association.
(3) The Executive Director may be relieved of his position at any time by resolution of the Management Board.
(4) The remuneration of the Executive Director shall be approved by the General Meeting.        

Secretary
Art. 28 (1) (Amend. - Dec. of the GM dated March 15th, 2013) The Secretary of the Association shall be a voluntary position, that shall be appointed by the Management Board.
(2) The Secretary shall:
1. be responsible for the organization of the operations of the Association and coordination of its employees, if any;
2. organize the sessions and implementation of the decisions of the Management Board;
3. prepare the materials for the sessions of the Management Board, the monthly and annual plans of the Association, approved by the Management Board;
4. organize the preparation of plans on projects, related to the activities of the Association;
5. organize and coordinate meetings and events, upon decision of the Management Board, related to the cooperation of the Association with other organizations and institutions;
6. inform the Management Board about the current operations of the Association, and prepare monthly reports on its activities;
7. execute any other task related to the activities of the Association allocated to him by the Management Board.
(3) The Secretary shall keep a complete record of the proceedings of the General Meeting of the Association and of the Management Board.
(4) (New - Dec. of the GM dated March 15th, 2013) The remuneration of the Secretary shall be approved by the General Meeting.

VI. BRANCH OFFICES
Branch Offices
Art. 29 (1) The Association may open branch offices in the country and abroad.
(2) The Management Board shall decide on the opening of branch offices of the Association and on the appointment of their general managers.
(3) The general manager of the branch office shall represent the Association for the activity of the branch office.

VII. REORGANISATION
Reorganisation
Art. 30 (1) The Association could be reorganised in another type of not-for-profit legal entity, or merge, amalgamate, divide and separate.
(2) After the division or separation, the newly created not-for-profit legal entities shall be jointly liable for the obligations arisen prior to reorganisation.

VIII. DISSOLUTION
Dissolution
Art. 31 (1) The Association shall be dissolved in the following cases:
1. upon decision of the General Meeting;
1. upon decision of the district court where the seat of the Association is located in the following cases:
(a) the Association has not been incorporated under the procedure set forth by law;
(b) the Association carries out activity that contradict the law or the public policy and good morals;
(c) the Association has been declared bankrupt.
(2) The court resolution under section 1, para. 2 hereinabove shall be passed upon request of any interested party or the prosecutor.
(3) The court is entitled to grant an appropriate term for the elimination of the reason for dissolution and its consequences.
(4) In case of Section 1, para. 2 hereinabove, the fact of dissolution of the Association shall be entered onto the registry of the not-for-profit legal entities with the district court where the seat of the Association is located upon the request of its representative; in case of Section 2, the dissolution of the Association shall be entered onto ex officio by the relevant court.

IX. LIQUIDATION
Liquidation
Art. 32 (1) In case of dissolution of the Association it should undergo a liquidation procedure.
(2) The liquidation shall be carried out by the Management Board of the Association or by a person, designated by the Management Board.
(3) If the liquidator is not designated in accordance with Section 2, as well as in case of Art. 29 (1), para. 2, the liquidator shall be designated by the district court where the seat of the Association is located
(4) The rules of the Commercial Act shall apply to the liquidation procedure and powers of the liquidator.

Post-liquidation Assets
Art. 33 Any property that shall remain upon liquidation following satisfaction of all creditors of the Association shall be shared among its members in proportion with the aggregate amount for the entire membership period of their respective compulsory and voluntary (if any) contributions. Where it may not be possible to partition the remaining property under the rules of the preceding sentence, the property shall be sold and the proceeds shall be shared equally among the members.

X. BANKRUPTCY
Bankruptcy
Art. 34 For insolvency and bankruptcy of the Association, the relevant provisions of the Law on Commerce shall apply.

XI. MISCELLANEOUS
Miscellaneous
Art. 35 (1) For any cases that are not provided for in these Articles of Association, the provisions of the effective Bulgarian legislation shall apply.
(3) These Articles of Association were executed in two (2) identical copies in English and Bulgarian language.
(3) In case of any controversies between the English and the Bulgarian texts, the Bulgarian one shall have priority.

The present revision of the Articles of Association was adopted at the Association’s General Assembly held on the 16th of September 2015