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Translation from Bulgarian STATUTE of the “Association of Car Manufacturers and Their Authorized Representatives for Bulgaria (ACM)”
I. GENERAL CONDITIONS Art. 1.1 The Association of car manufacturers and their authorized representatives for Bulgaria is a legal entity – association with non business purpose. 1.2. The Association of car manufacturers and their authorized representatives for Bulgaria amalgamates Bulgarian natural and legal entities manufacturers of motor transport vehicles (MTV) and/or authorized representatives of manufacturers of MTV for the territory of republic Bulgaria. 1.3. The Association of car manufacturers and their authorized representatives for Bulgaria is an organization that acts in private benefit – its members.
II. NAME, SEAT AND TERM Art.2. The name of the association is „Association of Car Manufacturers and Their Authorized Representatives for Bulgaria”, that can be written for short as ACM. The name of the association is written in Latin in the following manner: “Association of Car Manufacturers and Their Authorized Representatives for Bulgaria (ACM)” Art.3.1. The seat and head address of the association is: city Sofia, Oborishte district, 37 “Veliko Tarnovo’ Str. 3.2. The Association posses its own graphical symbol and type. 3.3. The stamp of ACM is round and consist the signs – city Sofia (in the center of the stamp) and „Association of Car Manufacturers and Their Authorized Representatives for Bulgaria”. 3.4. The Association is not limited with term or termination condition.
III. PURPOSES AND MEANS Art.4.1. ACM performs its activity for achieving the following purposes: - Establishing modern conditions in Bulgaria for development of manufacture, import, trade and service of motor transport vehicles and all activities and factors from which their usage depends with optimal ecological effect; - Establishing conditions for following the principles of loyal competition between the manufacturers of motor transport vehicles and their authorized representatives for Bulgaria; - Presenting the discussed at meetings and formed by the Management Board suggestions regarding the activity of its members in due time for inspection from the respective competent authorities. 4.2. For the realization of its aims ACM uses the following means: - organizing disputes and develops positions on projects of legislation acts and decisions, gives opinions on projects for new changes in the already existing legislation concerning the fulfillment of the aims, functions and tasks of ACM; - project developing for growth, road and serving infrastructure regarding the manufacture, import, trade, service and maintenance of motor transport vehicles; - organizing independent expert valuation for technical decisions related to the manufacture, import, trade, usage and service of motor transport vehicles; - organizing common manifestations of its members, exhibitions of motor transport vehicles, automobile technical and others that are of their interest; - developing of programs and offering projects to the competent state authorities for adopting legal documents that shall provide maximum ecological cleanness when using motor transport vehicles; - developing and suggesting for approval by the respective state authorities system of certificates for technical and ecological level with the manufacture, import and registration of motor transport vehicles in accordance with the existing ones in the European union; - developing and offering to its members of norms for ethics and college in the manufacturing, import and trade with motor transport vehicles; - organizing together with the respective branch chambers and unions, state or social organizations of appropriate forms for interest protection of the owners of motor transport vehicles against the bad quality in commerce and repairs, spare parts, fuels and etc. poor quality and breach of standards; - assistance with active proposals and opinions to the respective state authorities when developing and updating the laws and other legal acts regarding the environment saving, safety of movement, technical standards; - organizing, as per its members order and in their interest, of activities for commercial, dismantling of new technologies, models and etc. against payment; - collecting and generalizing of information for sales of motor transport vehicles from its members, from other participants on the market and from the competent institutions and its presenting for use by the members and for publishing in selected means of mass information; - agency for its members in front of the social and state bodies regarding matters in connection to the common aim; - agency of ACM in international events with analogical aims without this one to move the direct presentation of its members; - cooperation for protecting member’s interests in front of the respective state and other organizations in case of disloyal competition, monopole and commercial incorrectness from Bulgarian or foreign companies and persons as well as from other activities in contradiction with the laws and obstructing their activity; - realization of voluntarily and out of court settling of disputes between members of the Association.
IV. POSSESSION AND FINANCING. ANNUAL MEMBERSHIP FEE Art.5.1. Association’s property is formed from: - member’s annual membership fee; - donations and testaments in favour of the Association; - income from property’s economy; - incomes from the economy activity within the scope of activity of the Association: Informational activity; editing activity; organizing of presentation; Commercial activity; contracts for mutual activity. The incomes from additional economy activity may be used only for accomplishing the stated in the statute purposes; - other sources allowed by law. 5.2. Association’s funds’ spending is defined by the Management Board with majority from all members in accordance with the approved by the General Assembly budget. 5.3. With General Assembly’s decision from the property of the Association purposeful funds could be differentiated. 5.4. Association’s activity is financed by the incomes, defined in art. 5.1. of the Statute. 5.5. Per General Assembly’s decision the members of the Association can make purposeful installments for accomplishing a specific aim defined in the statute or with decision by the General Assembly. In its decision the General assembly defines the aim, the amount and the manner of collecting the installments. The decision shall be taken with majority from the presented at the meeting members of the association. 5.6. Association’s members can provide funds as a loan or real estates and rented individually defined properties. 5.7. The interest rate on the loans or rents is defined by the General Assembly of the association. 5.8. For achieving the aim of preserving and enlarging its property the Association may conduct deals in the country and abroad including to acquire and alienate immovable and movable properties, real rights, bonds, rights over intellectual property. 5.9. The Association may establish and participate in commercial entities in the country and abroad regarding its aim realization or regarding funds collecting for performing its activity. 5.10. The Association cannot participate in unlimited partnership and in limited partnership as an unlimited liable partner. Art.5à: The annual membership fee shall be paid every year till 30 March of the current year upon General Assembly’s decision. With this decision is specified the amount of the due annual membership fee for each of the members of the Association that consist of the following elements: - annual membership fee in a fixed amount that is due for each manufactured brand MTV and/or represents a certain member of the Association; - annual membership fee in changeable amount that is to be defined as the number of registered in Bulgaria during the preceding year new MTV from a brand/brands, that certain member manufactures and/or represents is multiplied by a coefficient regarding to the fact whether the newly registered MTV are with two wheels, cars up to 3,5 tons or trucks/buses.
V. MEMBERSHIP. RIGHTS AND OBLIGATIONS Art.6. Membership in the Association is voluntary. Art.7.1. Member of the Association can be any Bulgarian physical or legal person that is a manufacturer of motor transport vehicles and/or is authorized representative of a manufacturer of MTV for the territory of Republic Bulgaria. Foreign manufacturer of MTV with registered commercial agency on the territory of Republic Bulgaria appoints its representative – Bulgarian physical person who shall be member of the Association. 7.2. Each person that meets the criteria set out in art.7.1. can be manufacturer and/or authorized representative for more than one brand MTV. It is not allowed representation of one brand of MTV by more than one member of the Association. 7.3. Members of the Association keep their legal and economical independency. Art.8.1. In the membership of the Association may be included a physical person also who does not meet the requirements for membership by a decision of the General Assembly of ACM for this. In this case the person receives statute of honorable member. 8.2. The honorable member has no right to vote and does not owe membership fee. Art.9.1. The Association’s members are accepted by the General Assembly based on a written application addressed through the Management Board. Attached to the application are documents certifying the status of the candidates (certificate for actual status, decision of the respective management body of the candidate for participation in ACM, copy of the tax registration, document /contract, manufacturer’s declaration and etc./ certifying the status of the candidate of manufacturer of motor transport vehicles and/or of authorized representative of manufacturer of motor transport vehicles for the territory of Republic Bulgaria, proves for presence of European type approval for the categories MTV that is required in the EU or national approval from a member-state of the EU for those categories that do not have unified type approval in the EU. 9.2. The General Assembly’s decision is taken with majority from the represented at the meeting members and enters into force after payment of the membership fee by the candidate calculated on the basis of the remaining part of the year. 9.3. The application for membership is reported by the Management Board on the first General Assembly of the Association. In case that the Management Board finds in admission of the membership under the conditions of art. 7.1. and art. 7.2., the General Assembly takes final decision on the presented application. Art.10. Each member of ACM has the right: Art.11. Each ACM member is obliged: Art.12.1. The membership in ACM shall be terminated: 12.2. Member of ACM can be expelled with a decision of the General Assembly
after he had been invited to clarify in writing in one month term in front of
the Management Board the circumstances that are the reason for his expelling in
case of: Art.13. In case of termination of the membership the executed installments in property and donations shall remain in favour of the Association. All decisions for organizing the mutual activity adopted by the management bodies of the Association concerning the property issues with member’s participation that terminate their membership later on do not remain in force for them. Art.14. For the Association’s obligations the member is responsible up to the amount of the property installments provided in the statute and with the issued based on it decisions of the management bodies.
VI. BODIES, MANAGEMENT AND REPRESENTATION OF THE ASSOCIATION
Art.15. ACM bodies are:
GENERAL ASSEMBLY Art.16. 1. General assembly is the supreme body of the association. All members of the Association are participating in it, being represented by their legal representatives or by authorized by them in writing persons. 16.2. GA is summoned at least twice per year in the Head office of the Association by the Management Board or per request of 1/3 of its members. The summoning of the GA is accomplished with written invitations that should be received by the Association’s members not later than 14 days prior the date of the assembly. Invitation shall be handed in person against signature of their representatives or are sent by fax to the mentioned for that purpose number, by courier or by registered mail with returned receipt to their registered address. Invitations can be send to mentioned by the Association’s members e-mail addresses and in this case they are considered handed with the receipt of acknowledgement for receipt by e-mail. In the invitations it is obligatory the agenda, date, time and place of the GA to be mentioned as well as the initiative party for the assembly’s conducting. 16.3. General Assembly is regular if more than half of all Association’s members are present at it. In case of lack of quorum the assembly is delayed with one hour in the same place and with the same agenda and can be conducted despite of the number of members being present. 16.4. Each member of the Association has the right of one vote regardless to the number of brands of motor transport vehicles that manufactures and/or is authorized to represent on the territory of Republic of Bulgaria. 16.5. General Assembly’s decisions are decided with majority of the present of the assembly members unless the law or this statute provide otherwise. Each member has the right of one vote. 16.6 On the subjects for amendment or supplementation of the statute and transformation or termination of the Association decision are taken with majority of 2/3 from the number of the present at the assembly members. 16.7 On matters that were not preliminarily included in the agenda and duly announced decisions cannot be taken. 16.8. Decisions of the General Assembly enter into force immediately if their action is not delayed or if according to the law they enter into force after their entry in the registry of the legal persons with noneconomic purpose with SCC. Art.17. General Assembly: Art. 18.1. For the meeting of the General Assembly a protocol is held in a special book. The protocol is lead according to the requirements of the law. 18.2. The protocol of the General Assembly is signed by the chairman and the secretary of the meeting and by the vote counters. To the protocol are attached list of the present and the documents concerning the convocation of the General Assembly. MANAGEMENT BOARD Art.19.1. The Management Board consists of at least three persons – Chairman and members of the Management Board, elected from the Association’s members. The particular number is defined with specific decision of the General Assembly. 19.2. Members of the management Board shall be elected by the General Assembly with majority by the present for term of 2 (two) years. In case of loosing the status of legal person – member of the Association as per art. 1.2. and/or its termination the membership in the Management Board moves per right to his legal or authorized representative – physical person until the two years mandate is expired. 19.3. The Management Board meets at least once per each two months and is summoned by the Chairman of the Management Board. 19.4. Members of the Management Board can be represented on its meetings by another member of the Management Board with explicit power of attorney. For being present at the meeting member is consider one with whom there is a two sides telephone or other communication connection that allows his fullness in his participation in the discussions and decision’s adopting. Voting of such member is to be certified in the minutes from the meeting by the chairman on the meeting. 19.5. The Management Board meetings are conferenced by and presided at by the Chairman. The Chairman is obliged to conference meeting of the Management Board when a written request from 1/3 of its members is presented. If the Chairman did not summon a meeting of the Management Board in one week after receiving the written request, the meeting can be summoned by any of the interested members of the Management Board. In case of absence of the Chairman the meeting is preside by appointed member of the Management Board. 19.6. The management Board may take decisions if at the meeting more than half of the members are being present. 19.7. Decisions are taken with majority from the presented at the meeting members unless the law or the statute provides else. Decision for disposal of the property of the Association and for determination of the order and organizing the execution of the Association’s activity are taken with majority from all members of the Management Board. 19.8. The Management Board may take decision and without conduct a meeting if the protocol for the decision taken is signed without remarks and objections for that from all Management Board members. Art.20.1. The Management Board: Art.20.2. the Management board is obliged to call General reporting and electing
assembly within 2 months before the expiration of its mandate with the
mandatory content of the agenda: accepting the report for the Management
Board’s activity its releasing from responsibility for its activity; hearing of
the report and account of the Council of Control and electing Chairman and
members of the Management Board and members of the Council of Control of the
Association. Art.21.The Chairman of the management Board: Art.22.1. as per Management board’s proposal the General Assembly may elect Executive Director that is with a mandate up to three years with no limitation for re-electing. For Executive director may be elected and also a physical person who is not representative and/or employee of the legal person – member of ACM. Art.22.2. Executive director has no right to represent the Association in front of third persons in the country or abroad unless is explicitly authorized in writing for that by the Chairman of the Management Board. Art.23.1. Executive Director: Art.23.2. The Executive Director may be replaced before his mandate has expired with a decision of the General Assembly by Management Board’s proposal. Art.24. On behalf of the Association the Chairman of the Management Board concludes a contract with the Executive Director which content shall be approved by the Management Board and in which the particular rights and obligations are agreedð the present remuneration, the compensation for before the term dispensation from the executive functions, securities and other terms. COUNCIL OF CONTROL Art.25.1. The council of control consists of not les than 3 /three/ people. The particular number of the members is defined in the decision of the General Assembly. 25.2. The members of the council of control are elected by the General Assembly with majority from the presented members for term of 2 (two years). In case of loosing the status of legal person – member of the Association according to art.1.2. and/or termination of the latter, its membership in the council of control passes per right on its legal and authorized representative – physical person until expiration of the two years mandate. 25.3. The council of control elects from its members Chairman and deputy chairman. 25.4. The council of control conference at least twice per year and is summoned by the chairman, by each one of its members or per request of 1/10 of the Association’s members. 25.5. The meetings of Council of Control are legitimate if more than half of its members are present or being represented. Decisions are taken with majority by its members by visibly voting except if the law or the statute stipulate otherwise. Art.26. The Council of Control:
VII. ACM’s DOCUMENTS Art.27. ACM’s official documents when inducting into legal relationship with third persons are signed by the Chairman or in case of his absence by authorized member of the Management Board and are stamped with the Association’s stamp. They should content the name, head office, address, data for the registration of the association and EIK registration.
VIII. TERMINATION Art.28. Termination of the ACM’s activity is: Art.30. the remaining after settling the creditors the property is distributed by General Assembly’s decision as per the stated in the law order.
IX. FINAL PROVISIONS Art.31. All matters that are not regulated in the present Statute and in the acts of the General Assembly are to be regulated by the active civil legislation. Art. 32.1. As per the meaning of the present Statute: „authorized representatives of the manufacturers of MTV” are Bulgarian physical and legal persons that are explicitly authorized by a manufacturer to represent on the territory of Republic of Bulgaria the brand/brands motor transport vehicles that the latter produces; including with the rights to perform import, distribution, trade, serving and maintenance of MTV from these brands on the territory of Republic of Bulgaria as well as to authorize physical and legal persons with the above mentioned rights; “Motor transport Vehicles” are travel transport resources, equipped with engine for moving, designed to transport passengers and/or loads which depending on the number of wheels are: automobiles, motorcycles. “Automobiles” are motor transport vehicles that have at least four wheels and in
accordance to their purpose are: “Motor and motorcycle” are motor transport vehicles with two or three wheels,
with engine and working volume: „Number of the main model variety of each brand” is the presented of the respective brand in the presently valid segmentation in the report of ACM. Art.32.2. The stepped members of the association whose membership becomes inadmissible with the acceptance of the amendments in art. 7.1 and 7.2 from the Statute have the right in one month term to present the manufacturer’s decision on who shall represent the respective brand MTV and to remain a member of the Association. When not received the decision of the manufacturer in the stated term the membership of all members that represent the respective brand MTV shall be terminated. Art.32.3. The stepped members of the association whose membership becomes inadmissible with the acceptance of the amendments in art. 7.1 and 7.2 from the Statute shall keep their rights of participation in preferential terms in all undertakings organized by the Association till end of 2008, including in Auto Saloons Sofia, Varna and Plovdiv. Art.32.4. In case that automobile manufacturer will appoint as representative of the respective brand MTV in the Association a person outside the step members of the Association , which memberships becomes inadmissible with the acceptance of the amendments in art. 7.1 and 7.2 from the Statute this person is accepted as a member of the Association by releasing from paying annual membership fee for year 2008. Art.33. The present statute is adopted on 31.08.1992 and reflects all changes and amendments made in it, taken with GA of the ACM members on 18.4.1996, 13.12.2001, 27.02.03, 25.01.2007 and 29.05.2008. The present statute is certified with the signature of the representative of the CORPORATION. Certified by: ...............................
(Stoyan Jelev – Chairman of the Association)
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