Translation from Bulgarian
ARTICLES OF ASSOCIATION
“Seafarers Professional Development Cluster“
Art.1.(1)The NON-PROFIT ASSOCIATION “Seafarers Professional Development Cluster”, hereinafter referred to as “Association” is a legal entity registered under the provisions of the Non-profit Legal Entities Act (NPLEA).
(2)The NON-PROFIT ASSOCIATION “Seafarers Professional Development Cluster”, is separate from its members and is responsible for its obligations with its property. The members of the Association are responsible for its obligations only to the extent of their property contributions provided under these Articles.
Art.2.(1)The Association will conduct its activities under the name of NON-PROFIT ASSOCIATION “Seafarers Professional Development Cluster”.
(2)Each statement in writing made by the Association should specify its name, head office, address, registration data, and the Company ID number.
HEAD OFFICE AND ADDRESS
Art.3.The head office of the NON-PROFIT ASSOCIATION “Seafarers Professional Development Cluster” is in the city of Varna, Vazrazhdane district, Bl.52, Entr.1, Apt.1, and the address of management is: City of Varna, Vazrazhdane district Bl.52, Entr.1, Apt.1
Art.4.The main objectives of the Association are:
- Promote and popularize employment at sea as opportunity for professional development and carrier for seafarers in Bulgaria.
- Provide coordination and liaison with private organization and governmental structures, ship-owners, agencies for recruitment of seafarers, educational institutions, representatives of businesses providing supporting services and organizations of marine specialists dedicated to popularization of maritime profession.
- Popularize the cluster at national and international level.
- Attract new members;
- Support the Association members in the activity realized by them;
- Improve the level of performance and market realization of the Association members making use of cluster advantages;
- Extend the market positions of the Association members;
- Improve the level of competitiveness of its members;
- Achieve measurable, positive social impact, not generating profit for owners and members, managed by entrepreneurial, accountable and transparent manner, involving personnel, stakeholders and all interested parties affected by its business activity;
- Invest the profit primarily to achieve its main objective, with a minimum of 51% of the profit realized during the implementation of the project funded under BG05M9OP001-2.010-0499, entitled Development of Social Entrepreneurship in Seafarers’ Professional Development Cluster under the OP Development of Human Resources 2014-2020. The profit will be reinvested to achieve the organization’s underlying goals;
- To be governed by an entrepreneurial model where the social enterprise is a mediator between the disadvantaged people and the market implementing a model where the social enterprise has a role of intermediary between the disadvantaged groups and the market. I.e. it uses a producing method for goods or services embodying its social purpose.
MEANS FOR ATTAINING THE GOALS
Art.5.The means by which the Association will be realizing its goals are:
- Membership fee;
- Funds earned from publications;
- Providing consultations;
- Research and development activities, innovations and entrepreneurship;
- Funding under grant programs and projects;
- Providing services or goods generating social return;
- Investing the profit primarily to achieve its main objective, with a minimum of 51% of the profit realized during the implementation of the project funded under BG05M9OP001-2.010-0499, entitled Development of Social Entrepreneurship in Seafarers’ Professional Development Cluster under the OP Development of Human Resources 2014-2020, which will be reinvested to achieve the organization’s underlying goals;
- Governed by an entrepreneurial model where the social enterprise is a mediator between the disadvantaged people and the market implementing a model where the social enterprise has a role of intermediary between the disadvantaged groups and the market. I.e. it uses a producing method for goods or services embodying its social purpose. Ensures optimal employment of the employees in the target groups;
- Accounted in a transparent manner, in particular by involving in the management of the workers, stakeholders and interested parties affected by its business activity.
Art.6.The Association realizes its activity in favor of private persons, namely: in favor of its members, both regular and honorary (or to a specified scope of persons).
SCOPE OF ACTIVITY
Art.7.The scope of activity of the Association is to:
- Improve the level of competitiveness of Bulgarian seafarers at national and international level; Encourage, support and popularization of employment at sea as opportunity for professional development and career in close cooperation with all maritime industry branches, schools with maritime specializations and with governmental and local authority structures related to maritime history and culture; Support the sustainable development of seafarers recruitment agencies and their support activities; Popularize the Association members` activities through organization of forums, seminars, publications, etc;
- Provide services or goods generating social returns It uses a producing goods or services method embodying its social purpose;
- Invest the profit primarily to achieve its main objective, with a minimum of 51% of the profit realized during the implementation of the project funded under BG05M9OP001-2.010-0499, entitled Development of Social Entrepreneurship in Seafarers’ Professional Development Cluster under the OP Development of Human Resources 2014-2020, which will be reinvested to achieve the organization’s underlying goals;
- Be governed by an entrepreneurial model where the social enterprise is a mediator between the disadvantaged people and the market implementing a model where the social enterprise has a role of intermediary between the disadvantaged groups and the market. I.e. it uses a producing method for goods or services embodying its social purpose.
- Ensure optimal employment of the employees in the target groups;
- To be accounted in a transparent manner, in particular by involving in the management of the workers, stakeholders and interested parties affected by its business activity.
Art.8.The Association is not limited by time.
Art.9.(1)The membership in the Association is voluntary.
(2)The Association members are regular and honorary. Regular members of the Association could be able legal entities that wish to use the activity of the Association. Honorary members could be able physical persons.
ACQUIRING OF MEMBERSHIP
Art.10.(1)All regular and honorary Association members are approved by the Governing Board.
(2) Applicants submit applications in writing to the Governing Board to declare they are aware of and they accept the provisions of these present Articles. Applicants that are legal entities should enclose with the application copies of their registration papers and of the resolution of their management body on participation in the Association.
(3)The Governing Board considers and votes on the membership applications (for regular members and for honorary members) obligatorily at its next meeting after receipt of such applications along with the required membership documents. Membership is deemed granted as of the date of the decision made by the Governing Board.
RIGHTS AND OBLIGATIONS OF THE MEMBERS
Art.11.The Association members have the following rights:
- To participate in the Association’s activities and in the work of the General Assembly;
- To be informed of its activity;
- To use the Association property as much as it is not involved in practicing of activities or functions of its management bodies or such assigned under a decision of these bodies;
- To use the results of the activity of the Association by observance of the provisions of these Articles.
- To use the results of projects financed by the European Union and related to development and popularization of the activity of the non-profit organization “Seafarers Professional Development Cluster“.
Art.12.The Association members are obliged to:
- Observe the provisions of these Articles and carry out the decisions made by the Association management bodies;
- Participate in the Association’s activity and work for realization of its goals;
- Participate in the activities under projects financed by the European Union and related to development and popularization of the activity of the non-profit organization “Seafarers Professional Development Cluster“;
- Provide the necessary information on performance of activities on projects financed by the European Union;
- Enhance the authority of the Association, assist for increasing of its property and not engage in actions or failure of actions that contradict its goals or compromise the Association;
- Deposit in time any property contributions provided under these Articles.
Art.13.The rights and obligations of the members, inclusive of the right of the results from realized projects financed by the European Union, apart from property rights, may not be assigned and do not pass to third parties in the event of death or termination, respectively.
Art.14.The Association members are entitled to empower a third person to exercise their rights and carry out their obligations by an instrument made in writing that takes effect upon a written notification to the Governing Board. In these cases they shall be held liable for their obligations carried out by the so empowered persons.
Art.15.For the obligations of the Association its members shall be held liable only to the extent of the membership fees defined hereunder and the creditors shall not be entitled to claim rights of their personal property above that extent.
Art.16.Membership in the Association is terminated:
- By unilateral request forwarded to the Governing Board of the Association;
- Upon the death or placement under full prohibition, respectively termination of the legal entity of a member of the Association;
- Upon dismissal;
- Upon termination of the Association;
- In case of drop-out due to failure to make the property contributions defined and systematic failure to participate in the Association’s activity.
Art.17.(1)A member of the Association may be expelled by decision of the Governing Board in case such member:
- Breaches the obligations provided under Art.12;
- Performs other actions that make incompatible such member’s further participation in the Association.
(2)In case of minor breaches under Art. 12 the Governing Board decides on a term for termination of any such breach and remedying of its consequences, and a failure to observe such term results in suggestion for dismissal of such member.
Art.18.(1)A drop-out is established where a member of the Association:
- Has failed to make its contributions under Art.51 and Art.53 within the stipulated term;
- Has failed to pay or has delayed payment of 1 consecutive membership fee;
- Has terminated its participation in the Association activity by failing to attend two consecutive meetings of the General Assembly, etc.
(2)The above circumstances are established by the Governing Board based on the documents of the Association in which such drop-out has been entered, and is recorded in the Association documents.
Art.19.In the event of membership termination the Association does not recover any property contributions made. The terminating member is obliged to make any property contributions that may have been delayed during the period of such member’s membership.
Art.20.The supreme organ of the Association is the General Assembly, and its management body is the Governing Board.
Art.21.(1)The General Assembly is composed of all regular members of the Association. The honorary members of the Association participate in the work of the General Assembly only with consultative vote.
(2)Legal entities participate in the meetings through the persons that represent them.
(3)By an explicit Power of Attorney made in writing the Members of the Association are entitled to empower any physical person to represent them at one or more meetings of the General Assembly. Attorneys-in-fact so appointed are not entitled to represent more than three members simultaneously or to reauthorize any third persons with the rights granted them under such Powers of Attorney.
COMPETENCE OF THE GENERAL ASSEMBLY
Art.22.(1)The General Assembly:
1. Amends and complements these Articles;
2. Approves rules on the activity of the Governing Board, rules on performance and reporting of the economic activity, declarations, etc.;
3. Elects and dismisses members of the Governing Board and defines their remuneration;
4. Makes decisions on opening and closing of branches;
5. Makes decisions on participation in other organizations;
6. Makes decisions on reorganization or termination of the Association;
7. Adopts the major directions and programs of the activities of the Association;
8. Approves the Association budget;
9. Makes decisions on payment and amount of the membership fees or property contributions;
10. Approves the report on the activity of the Governing Board;
11. Revokes decisions made by the other organs of the Association that may be contrary to Law, to these Articles or to other in-company acts regulating the Association activity;
12. Makes decisions on any and all other issues placed within its competence by Law or under these Articles.
Art.23.The General Assembly is convened to its meetings by the Governing Board of the Association. The meetings should be conducted at suitable premises in the city where the Association has its headquarters.
Art.24. The initiative for convening the General Assembly belongs to its Governing Board. One-third of its members are entitled to request from the Governing Board to convene a general assembly and should the latter fail to provide an invitation in writing within two weeks of such request the meeting is convened by the court at the place of headquarters of the Association based on a written request thereof forwarded to the court by the interested members or by a person assigned by them to do so.
RIGHT TO BE INFORMED
Art.25.The invitation should be made in writing and should contain information on the agenda, date, time and location for conducting the General Assembly, as well as information on whose initiative the assembly has been convened. The invitation should be sent to all members of the ASSOCIATION by e-mail address specified by them, by Receipt acknowledgment letter or should be placed in a public place at the Association’s registred office at least 14 /fourteen/ calendar days before the scheduled date.
Art.26.As of the date of publication of the invitation specified in the preceding paragraph the written materials relating to the agenda of the meeting shall be made available at the address of management of the Association and shall be provided to each member upon request.
Art.27.(1)The General Assembly is deemed legal in the attendance of more than half of the regular members. In case no quorum is available the meeting is postponed for an hour and is then held at the same place and under the same agenda and shall be considered regular regardless of the number of members attended.
(2)A quorum is established by the chairperson of the assembly by compiling a list in which the names of the regular members and/or their representatives attended are entered, the list is then signed by the persons attending, and is then certified by the chairperson and enclosed with the assembly Minutes.
Art.28. Each regular Association member is entitled to one vote.
CONFLICT OF INTEREST
Art.29.No Association member shall be entitled to vote in decision-making on issues relating to:
- such member, or such member’s spouse or direct relatives – without limitations, or by a lateral branch – up to fourth line, or by marriage – up to second line inclusive;
- legal entities in which such member is a manager or is entitled to make decisions or obstruct decision-making.
Art.30.Decisions at a General Assembly are taken by ordinary majority (50% plus 1) of the votes of persons attending. Decisions under Art.22, par. (1) items 1 and 6 are taken by qualified majority of 2/3 of persons attending.
Art.31.The General Assembly may not take decisions on issues not included on the agenda of the meeting.
Art.32.(1)Minutes shall be drawn for each meeting of the General Assembly, and should be certified for true contents by the chairperson and the person who has prepared such Minutes.
(2) The Minutes, along with the list of persons attended and the written materials on convening and holding the General Assembly, are entered into a specific book.
(3) Each member that has attended the General Assembly is entitled to monitor the correctness of entries made regarding the meeting held and decisions taken.
Art.33.Any member of the Association and of the Governing Board and the public prosecutor are entitled to request from the court at the place of registration of the Association to rule as regards the legality of a decision made at a General Assembly or its conformity to these Articles. That should be done within one month of becoming aware of such decision made but not later than one year as of its adoption.
Art.34.The Governing Board is composed of 3 persons – members of the Association. Association members that are legal entities are entitled to assign as members of the Governing Board persons that are not members of the Association.
Art.35.The Governing Board is elected for a period of 5 years and its members may be re-elected unlimited number of times.
Art.36. The Governing Board:
- Represents the Association and defines the scope of representative power of its Chairperson;
- Appoints a Chairperson among its members.
- Provides for implementation of the decisions made at a General Assembly;
- Disposes with the property of the Association by observance of the requirements set forth in these Articles;
- Prepares a draft budget and presents it at a General Assembly;
- Prepares a report on the activity of the Association and presents it at a General Assembly;
- Defines the rules and organizes performance of the activity of the Association, inclusive of such for common benefit, and is held responsible for that;
- Decides on the address of the Association;
- Adopts rules for its operation;
- Makes decisions on all other issues apart from these within the competence of the General Assembly of the Association;
- Accepts and expels members of the Association;
- Adopts the establishment plan, the Recruitment and dismissal procedure and other internal rules;
- Each Management Board Member has the right to dismiss and appoint the ASSOCIATION’s employees.
Art.37.The meetings of the Governing Board are convened by the Chairperson at the latter’s initiative but not less often than once every 12 months, and at a request in writing made by any of its members. In case the Chairperson fails to convene a meeting within seven days of such request such meeting is convened by any of its interested members.
Art.38.(1)A meeting is deemed regular if more than half of the Governing Board members have been in attendance. “Attending” is any person with whom a two-way telephone link is provided, which guarantees such person’s identification and allows such person’s participation in discussions and decision-making and that has been certified by the chairperson in the Minutes of the meeting.
(2) A regular decision can be also taken without holding a meeting provided the Minutes thereof have been signed by all Governing Board members without remarks and objections.
(3) The Minutes of meeting of the Governing Board are subject to the provisions of Art.32.
Art.39.The meetings are presided by the Chairperson of the Governing Board, and where the former is not in attendance – by a Governing Board member appointed by the Governing Board.
Art.40.The Governing Board takes its decisions by a majority of the attending persons, and decisions under Art.36 items 3 and 6 and Art.14 par.2 NPLEA are taken by the majority of all members.
Art.41. Each interested member of the Association is entitled to contest at a General Assembly any decision of the Governing Board that has been made contrary to Law, or contrary to these Articles or to a previous decision of the General Assembly. That should be done within one month of becoming aware of such decision made but not later than one year as of its adoption.
RESPONSIBILITY OF THE GOVERNING BOARD MEMBERS
Art.42.The Governing Board members bear joint responsibility for their actions that damage the property and interests of the Association.
CHAIRPERSON OF THE GOVERNING BOARD
Art.43. The Governing Board appoints among its members a Chairperson that represents the Association in its daily activity. All specific functions of the Chairperson are defined by the Governing Board at the time of appointment.
Art. 44.The Governing Board Chairperson is not entitled to perform actions of disposal and encumber with burdens the real estate of the Association.
Art.45.By decision of the General Assembly the Association may open and close branches outside the city where its headquarters are located.
Art.46. Such branches are not legal entities; they are managed by a General Manager and perform activities as defined under the General Assembly’s decision on their opening. The same decision defines also the restrictions to such manager’s authority and representation powers.
Art.47. The branches keep books for their activity and at least once a year the branch’s General Manager presents to the Governing Board of the Association a report on the branch’s activity and expenditures made.
Art.48.The Governing Board of the Association declares in front of the court, within the territory of which the headquarters of the branch are located, the name, headquarters and address of the Association, the headquarters and address of the branch, and its manager and the restrictions to such manager’s authority and representation powers. Such data are declared within 7 days as of the decision date of the General Assembly.
Art.49.The property of the Association is comprised of the ownership right and other material rights of movable and real property, receivables, and other rights regulated by Law.
Art.50.The funding sources of the Association are the property contributions of its Members, the economic activity provided under these Articles, donations of physical and legal persons, sponsorship.
PROPERTY CONTRIBUTIONS OF MEMBERS
Art.51.The property contributions of the Members are defined by type and amount by the General Assembly, and the decision to that effect contains instructions on the way they should be made.
Art.52.All Association members owe payment of annual membership fee to the amount of the minimal salary defined as of January 1st of the relevant calendar year for regular members, and to the amount of BGN 100 for honorary members, payable by January 31st. Upon arising of membership legal relations the membership fee payable is calculated on pro rata basis of the number of months remained until the end of the relevant year.
Art.53.In case the annual financial balance shows losses the General Assembly may decide on collection of additional payments from its members to cover such losses, by a qualified majority of 2/3 of persons attended.
Art.54.(1) The Association performs the following additional economic activities:
- The Association is entitled to perform additional economic activities within the following scope: publishing, distribution, advertisement and consultant activity in the field of maritime industry, marketing research, organization and holding of forums, conferences, courses and trainings for qualification and re-qualification of personnel of and for the maritime industry, intermediation, brokerage, lease and management of transport vehicles for transportation of cargo and passengers by land, sea and air, and any and all other activities permitted by Law and related to the subject matter of the main activity towards achievement of the goals set forth in these Articles.
- Any additional economic activities performed are regulated by the normative requirements under the Commerce Act.
- Performance and control of the economic activities is assigned to the Governing Board of the Association.
(2) The Association shall not be engaged in economic activities not related to the subject matter of the main activity provided under these Articles, and shall use the revenues from these only towards achievement of the goals of the Association.
(3) Performance of the activities under paragraph one here above is subject to the provisions set forth by the laws that govern it.
(4) The Association does not distribute profit.
EXPENDITURE OF PROPERTY
Art.55.The Association is entitled to expend property and realize activities only as much as these are aimed towards achievement of the goals set forth in these Articles.
Art.56.The Association may be reorganized into another legal non-profit entity. Such reorganization shall be made by unanimous decision of the General Assembly.
Art.57. The Association is terminated:
- By decision of the General Assembly;
- By decision of the district court on the territory of the headquarters in cases under Art.13 par.1 item 3 of NPLEA.
Art.58.Termination of the Association is followed by liquidation that is subject to the provisions of the Commerce Act.
PROPERTY AFTER LIQUIDATION
Art.59.In case the General Assembly has not taken a different decision on distribution of the property remained after the creditors have been satisfied the liquidator turns into cash the property of the Association and distributes it among its members proportionally to the property contributions made by them.
TRANSIENT AND CLOSING PROVISIONS
§1. These Articles were adopted at general assembly of the non-profit organization “Seafarers Professional Development Cluster” held on 10 October 2018 in Varna.
§2. The list of members of the Governing Board that have signed these Statutes is an integral part to these Articles.
§3. Any cases not covered in these Articles and any issues related to the interpretation and application of its provisions shall be subject to the provisions of the Non-profit Legal Entities Act. Should any provisions under these Articles be found to contradict the Law they shall be rightfully substituted by the provisions legally enforceable.