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ARTICLES OF ASSOCIATION-SECTION VI - MANAGEMENT

S E C T I O N   VI
MANAGEMENT


MANAGING BODIES
Art. 20.

The Chamber’s managing bodies shall be the General meeting, the Board of Directors, the Executive Council and the President.

GENERAL MEETING
Art. 21. Direct and honorary members shall take part in the General meeting, either personally or by proxy.
Art. 22. (1) The General meeting shall be convened by the Board of Directors, or at the request of at least one third of the members. If, as in the latter case, the Board of Directors does not send within a month a written notice to convene the General meeting, then the General meeting shall be convened by the Court as per the seat of the Chamber, at the written request of the members concerned or by a person authorized by them.
  (2) The General meeting shall be convened by an invitation which shall be placed in the ad area at the premises of the Chamber, and published in the State Gazette at least a month before the fixed day. The invitation shall include information on the venue, date, time and agenda of the Meeting, and on the initiative for convocation.
  (3) The General meeting shall be considered regular if more than half of the members are present.
  (4) For lack of quorum, the meeting shall be delayed by one hour, with the same agenda and it shall be considered legal, irrespective of the number of members present at the meeting.
Art. 23. (1) The General meeting shall:
 
  1. amend and supplement the Chamber’s Articles of Association;
  2. approve the guidelines for the activity of the Chamber;
  3. approve the report on activities of the Board of Directors;
  4. approve the budget of the Chamber;
  5. elect and dismiss members of the Board of Directors for a period of five years;
  6. elect members of the Supervisory Council for a period of five years;
  7. rescind resolutions of the other bodies of the Chamber which are at variance with the Law, the Articles of Association or other by-laws regulating the activities of the Chamber;
  8. adopt resolutions on transformation and winding-up of the Chamber, as well as on the way of distribution of the property left after indemnification of the creditors.
  (2) The resolutions of the General meeting shall be adopted by an open vote and a simple majority, while resolutions as per item 1 and item 8 shall require a majority of two-thirds of those present.
  (3) One person may represent not more than three members of the General meeting, on the grounds of a written power of attorney. Re-authorization shall not be allowed.

BOARD OF DIRECTORS
Art. 24. (1) Physical persons among the direct and honorary members of the Chamber, or their proxies respectively, can be elected as members of the Board of Directors. The legal persons-members of the Chamber may name non-members of the Chamber as members of the Board of Directors.
  (2) The Board of Directors shall be convened at least once a year by a decision of its President, or by a decision of the Executive Council, or on the motion of one-third of the members of the Board of Directors, or on the motion of the Supervisory Council. If the President does not convene a session of the Board of Directors within a week, it may be convened by any of the concerned members of the Board of Directors.
  (3) The meetings of the Board of Directors shall be considered regular if the members present are not less than half of their number, plus one. Any person who has a two-way telephone or any other connection guaranteeing the ascertainment of his identity and allowing him to participate in discussions and taking of decisions, and this fact shall be verified by the minutes of the session.
Art. 25. (1) The Board of Directors shall:
 
  1. represent the Chamber;
  2. provide for the fulfillment of the resolutions of the General meeting;
  3. specify the order and organize the carrying out of the Chamber’s activities;
  4. prepare and table a draft on the budget at the General meeting;
  5. prepare and table a report on the Chamber’s activities at the General meeting;
  6. approve plans and programs on the activities of the Chamber, and report of the Executive Council;
  7. specify the single and annual amount of the property contributions (membership fee);
  8. set up allocation monetary funds;
  9. establish, re-organize and wind-up companies of the Chamber;
  10. adopt regulations on the activity of the Chamber;
  11. elect a President, and on his motion, Vice President(s) of the Board of Directors; they shall be distinguished figures with much experience in business;
  12. specify the number of the Executive Council’s members and elect them on the President’s motion for a period of five years, except for the President and the Vice President(s) who are members of the Executive Council by right;
  13. elect Presidium of the Arbitration Court;
  14. bestow prizes and badges to organisations, teams and physical persons for their contribution to the realization of the objectives and activities of the Chamber;
  15. co-ordinate and control the joint activities of the Chamber and the Regional Chambers and the promotion of the Unified System;
  16. specify the address of the Chamber;
  17. dispose of the property of the Chamber;
  18. carry out the liquidation of the Chamber or assign a person with this task;
  19. perform other functions assigned by the General meeting;
  (2) The resolutions of the Board of Directors shall be adopted by an open vote and a simple majority. The resolutions as per items 3, 17 and 18 of Paragraph 1 shall be adopted by the majority of all members
  (3) For their participation in the Board of Directors its members are not entitled to any remuneration.

EXECUTIVE COUNCIL
Art. 26. (1) The Executive Council shall:
 
  1. organize the fulfillment of the resolutions of the General meeting and the Board of Directors;
  2. report on its activities before the Board of Directors and make proposals on solving matters of its competence;
  3. establish councils, committees, sections and other auxiliary bodies of the Chamber;
  4. adopt resolutions on matters raised by the members;
  5. approve internal tariffs for the Chamber’s activities;
  6. approve the organizational structure of the Chamber;
  7. adopt resolutions for opening and closing of branches;
  8. adopt resolutions for consigning certain activities of the Chamber to the Regional Chambers of Commerce and Industry included in its System;
  9. adopt resolutions for the participation of the Chamber in other partnerships, associations and foundations;
  10. adopt other resolutions within the authority granted to it by the Board of Directors, and with reference to current organizational and financial matters.
  (2) The meetings of the Executive Council shall be convened by BCCI President. The meetings shall be considered regular if more than half of its members are present.
  (3) The resolutions of the Executive Council shall be adopted by an open vote and a simple majority. The Secretary General shall have advisory powers at the meetings, provided he is not a member of the Executive Council.

PRESIDENT
Art. 27. (1) The President shall:
 
  1. manage and control in compliance with these Articles of Association, the execution of the resolutions of the General meeting, the Board of Directors and the Executive Council;
  2. approve the full-time employment of the Chamber;
  3. conclude contracts with the Secretary General, the secretaries and the other employees of the Chamber;
  4. convene the meetings of the Board of Directors and the Executive Council;
  5. co-ordinate the relations of the Chamber with the state institutions;
  6. be responsible before the Board of Directors for the development of the Unified System of the Bulgarian Chambers of Commerce and Industry.
  (2) In his absence, the President shall authorize the Vice President(s) to carry out his functions pursuant to these Articles of Association.
  (3) The President and/or the Vice President(s) may perform their functions without any remuneration too.