ARTICLES OF THE Association of THE TRADERS OF Large CONSTRUCTION EQUIPMENT
- GENERAL CLAUSES
Art. 1. (1) The Articles of Association herein shall regulate the matters referring to the activities, membership, property, management and termination of the entity, Association of THE TRADERS OF Large CONSTRUCTION EQUIPMENT” (“ATEST”).
(2) The Association shall be a legal entity – a non-profit-making association, hereinafter referred to as “the Association”, which shall be subject to the effective Bulgarian legislation.
(3) The Association shall be a voluntarily, non-political, non-governmental and non-religious organization. The founders of the Association are guided by their willingness to join efforts for protection of interests of all companies carrying out trade of large construction equipment activities, for promotion of it, and for encouragement of trade of large construction equipment activities in the Republic of Bulgaria, by recognition of the principles of equality of all market participants and of fair competition.
Art. 2. The name of the Association shall be АСОЦИАЦИЯ НА ТЪРГОВЦИТЕ НА ЕДРА СТРОИТЕЛНА ТЕХНИКА” (“АТЕСТ”), that shall be written in Latin as “Association of THE TRADERS OF Large CONSTRUCTION EQUIPMENT” (“ATEST”).
Art. 3. (1) The registered office of the Association shall be in the city of Sofia, Triaditsa district. The address of the Association shall be: № 10, Vitosha Blvd., Fl. 4, Off. 16.
(2) Any change in the registered address of the Association might be made by a Resolution of the Managing Board.
Art. 4. The name, registered office, address and registration data, inc. Bulstat number shall be stamped on all documents and printed materials of the Association. The association has its own logo and font. The seal of ATLCE is round and contains inscriptions – Sofia (center print) and “Association of THE TRADERS OF Large CONSTRUCTION EQUIPMENT” (“ATEST”).
Art. 5. The Association shall be incorporated for an indefinite term.
- AIMS, INSTUMENTS AND ACTIVITIES
Art. 6. The Association shall carry out its activities for private benefit.
Art. 7. The Association shall pursue the following primary aims:
- To protect the interests of the association members:
- Promotion of free entrepreneurship and the general principles of market economy provided for in the Bulgarian Constitution;
- Fighting against unfair competition and any acts that might lead to a breach of market principles and statutory provisions and have a negative impact on the leasing market;
- Encouragement of free entrepreneurship in trade of large construction equipment activities.
- To represent and to protect the interests of the members of the Association before the public authorities.
- To promote a standing on the large construction equipment trade market based on the fair competition.
- To speed up the introduction of the European standards and norms at the large construction equipment trade market.
- To work for reducing and preventing any and all acts of abuse or misuse at the large construction equipment trade market.
- To discuss and to submit to the competent public authorities its members’ concerted opinion about the statutes regarding the large construction equipment trade market.
- To participate in the process of drafting legislation and regulations regarding the large construction equipment trade activities in the country.
- Protection before the public authorities and other institutions and/or organizations, including those governing the rules for registration and placing it in movement and turnover of large construction and mining equipment, for the economic interests of traders, acting on the large construction equipment market, in proper forms and instruments.
- To assist in the proper way the public authorities and the members of the Association to apply strictly the legislation and regulations regarding the large construction equipment trade market. To consult them by providing the assistance of competent experts.
- To inform regularly its members of the effective statutory, technical and technological acts passed by the National Assembly, the Government and the ministries and other authorities, and EU bodies, related to leasing activities. To inform its members and the society of international agreements, conventions and other international acts concerning leasing, to make statements and to draw up its members’ concerted opinion of adherence of the Association to these acts.
- To observe the “fair dealing” rules, to inform the competent authorities of any acts of unfair competition done by a member of the Association.
- To assist in preventing any disputes arising among the members of the Association by involving specialist for elucidating, interpreting and settling thereof.
- To organize and hold on a regular basis meetings of the members and representatives of state bodies and authorities for elucidating and applying important legislation and regulations concerning the financial performance and other economic interests on the association members.
- To help in improving the qualification of the people working in the large construction equipment market.
- To assist and protect the image of the members of the Association. Achievement of voluntary and non-judicial settlement of disputes between the members of the Association. To represent the Association’s members at national and international meetings and/or seminars concerning the large construction equipment market.
- To be a member of international organizations and associations in the large construction equipment market field.
- Creation of contemporary conditions for development in the country of manufacture, import, marketing and service of large construction equipment and all activities and factors that determine their use in optimal ecological effect. Organization of independent expert evaluation of technical solutions related to trade, use and service of large construction equipment.
- Organization of common activities for the members like exhibitions and demonstration events of large construction equipment and other measures, interest to them.
Art. 8. In pursuance of its aims and objects the Association shall:
- Act in close cooperation with public authorities and organizations acting in the field of the large construction equipment market;
- Act by negotiating and mutually acceptable compromise in accordance with the Bulgarian legislation;
- Incorporate auxiliary bodies for performance of specific activities.
- Preparation and participation in financial national, international and European-programs and projects and similar.
Art. 9. The Association shall have the following activities – protection of interests of the own members, promotion of this trade, and encouragement of large construction equipment trade activities in the Republic of Bulgaria, by recognition of the principles of equality of all market participants and of fair competition.
Art. 10. The property of the Association shall consist of membership dues, funds and property donated and left by testament, income from management of property, and of any other payables allowed by the law, such as right of property and other rights over fixed and current assets, receivables, and other rights.
Art. 11. (1) The annual membership dues shall determined by the General Assembly Meeting of the Association.
(2) The membership dues shall be payable by the 30th Day of January of the current year. The membership dues for new members shall be payable up to 30 days of the date of acceptance.
Art. 12. (1) The Association shall issue certificates of membership in consideration of the membership dues paid. The certificate shall read: the note “Certificate”, the data under Art. 4, the name of the member and the year to which it relates.
(2) The Association shall issue an invoice in consideration of the membership dues paid.
(3) The Association shall issue certificates of donation in consideration of the funds donated in favour thereof. The certificate shall read: the note “Certificate”, the data under Art. 4, the name of the donator.
(4) Any funds donated and left by testament shall be registered in a special Register of donations.
Art. 13. (1) The Association shall carry out the following business activities, related to the activities of the Association mentioned above:
- Consulting and information – publishing sctivities;
- Organization of exhibitions; advertising activities; contracts for joint activity;
- Applying of national, international and EU-financing programs and projects and similar ones.
- Other activities connected to gaining the aims set by the Association, permitted by the law.
(2) The business activities carried out by the Association shall be subject to the terms and conditions stipulated in the Bulgarian legislation and regulations.
(3) The Managing Board shall have powers to perform and control the business activities of the Association.
(4) The Association may allocate profits if it develops additional profitable activities.
- MEMBERSHIP, RIGHTS AND LIABILITIES
Art. 14. (1) The Membership of the Association shall be voluntary. The members of the Association are regular, associate and honorary.
(2.1.) Association Regular member can be a Bulgarian juridical person, which is authorized by the manufacturer to import and/or distribute of new agricultural machinery in the territory of Bulgaria, that should be certified by a declaration issued by the manufacturer. The regular member has the right to vote and owes a membership fee.
(2.2.) Association Associate member can be a Bulgarian legal entity, including a professional organization and / or educational institution, which does not meet the requirements of Art. 14 (2.1.), but can assist in achieving the goals and fulfillment of the tasks of the Association. The associate member does not have the right to vote, but owes a membership fee.
(2.1.) Association Bonorary member can be a natural person who has or may have special merits to the activity of the Association. In this case, the person receives the status of an honorary member. The honorary member has no right to vote and does not owe membership fees.
(3) The Association members shall retain their legal and economic autonomy.
Art. 15. Regular members by right are all legal entities that have been accepted as members of the association until the date of adoption of the amendment to Art. 14 above.
Admittance of new members
Art. 16. (1) Subsequent to the incorporation of the Association new members might be admitted thereto by a resolution passed at the General Meeting following a request in writing filed to the General Meeting and submission of appropriate documents and/or declarations proving the compliance of the candidate with the membership criteria.
(2) The request for admittance shall be considered within a period of 6 (six) months as from the date of filing thereof to the Association.
(3) The request shall be accompanied by evidences showing that the resolution to become a member has been passed according to the by-legislation of the entity asking for admittance.
Rights of the Members
Art. 17. (1) Each Regular member of the Association shall have the right:
- To participate in the activities of the Association and to vote at the General Meeting. To send a representative to observe at the meetings of the Managing Board.
- To elect and to propose members to be elected in the corporate bodies of the Association.
- To claim those resolutions and acts of the corporate bodies of the Association that are unlawful or do not conform to the Articles of Association to be voided.
- To state freely and in public and to stand for its statements regarding the resolutions of the corporate bodies and the activities of the Association, and to present motions, objections and recommendations.
- Upon request to be provided by the corporate bodies of the Association with all information regarding the activities thereof.
- To demand and to be asserted and assisted by the Association in any problems and controversial issues arising from or in connection with carrying out its activities.
- To benefit the property of the Association and the results from the activities thereof.
- To participate in the events or initiatives carried out by the Association, and to send its representatives to attend the meetings of the Managing Board of the Association.
- To receive Certificate of membership.
(2) Each Associate or Honorary Member of the Association has the right to:
- To participate in the activities of the Association without the right to vote in the General Assembly, but with the right to send a representative as observer to the meetings of the Management Board and the General Assembly.
- To participate in the implementation of events and initiatives of the Association, including to send its representatives to the meetings of the Management Board of the Association.
- To receive a certificate of Associate, respectively Honorary Membership.
Liabilities of the Members
Art. 18. Each member of the Association shall be liable:
- To observe the Articles of Association and the resolutions of the Association’s corporate bodies.
- To conform strictly its activities to the statutory and technological requirements of the Bulgarian Law in regard with the large construction equipment market activities, and to international acts concerning them, including the Bulgarian and international standards.
- To accept the aims stipulated in the Articles of the Association herein. To participate in the overall activities of the Association.
- To be guided in their business activities on the market by fair and lawful competition and professional ethics, and to work according to best practices in the industry.
- To maintain and to improve the image of the Association and not to carry out activities that might impede from gaining the Association’s primary aims.
- If he is a Regular or Associate Member, to pay regularly his membership fee, as defined in Art. 11 (1).
- To assist the Association in carrying out its events and initiatives.
Art. 19. Membership rights and liabilities, except for the property ones, shall be non-transferable and might not be assigned to a third party in case of winding-up of an entity.
Termination of Membership. Consequences
Art. 20. Membership of the Association shall be dissolved in case of:
- Winding-up of a member – – legal entity;
- Written request filed to the General Meeting;
- Winding-up of the Association;
Art. 21. Each member may voluntary and unilateral leave the Association by a written request to the General Meeting.
Art. 22. (1) A member of the Association might be expelled, if:
- breaks rudely and consistently the Articles of Association herein and the resolutions of the Association’s corporate bodies;
- acts in a way that undermines the image of the Association, of the member of the Association, tarnish the reputation of the industry, and/or impedes from gaining the Association’s primary aims;
- misappropriates the Association’s funds;
- fails to pay the membership dues one month after the due date thereof.
(2) A member of the Association might be expelled according to Art. 28, p. 5 herein if requested so by the Managing Board, the Chairman or by another member of the Association. The member proposed for expulsion shall be entitled to present its opinion before the members of the Managing Board and the General Meeting.
(3) The payments effected till the expulsion shall not be subject to refund.
(4) The Chairman of the Association shall within 7 (seven) days from the adoption of the resolution under par. 1 inform the expelled member in writing. The notice shall invite the expelled member to return its Certificate of Membership within a reasonable period of time.
- CORPORATE BODIES. POWER OF REPRESENTATION
Art. 23. The corporate bodies of the Association shall be:
- The General Meeting of the Association’s members;
- The Managing Board;
- The Chairman.
Art. 24. (1) The General Meeting of all the Association’s members shall be the supreme corporate body thereof.
(2) The General Meeting shall include all members of the Association.
Art. 25. (1) The members shall be represented at the General Meeting by their legal representatives or by a person acting by explicit proxy in writing.
(2) Only an individual may act as a representative. One person may not represent more than one member of the Association at the General Meeting thereof.
(3) The representatives may not authorize third parties with the rights assigned to them.
Art. 26. The sessions of the General Meetings shall be ordinary and extraordinary ones.
Convening of General Meeting
Art. 27. (1) Ordinary General Meetings shall be convened at least once a year by the Managing Board or at a request of at least one third of the Association’s members and it shall be held at the city where the registered office of the Association shall be.
(2) In case the Managing Board does not convene a General Meeting by sending notices in writing to the members within one month, the General Meeting shall be convened by the court of registration at a request made in writing by the members or by a representative thereof.
(3) The notice shall set forth the agenda, the date, place and time of the General Meeting and a statement who requested the summoning thereof.
(4) The agenda shall be proposed by the corporate body that shall convene or has requested the summoning of the General Meeting.
(5) The invitation shall be announced in the Trade register managed by the BG Registry Agency at least 1 (one) month before the scheduled date.
Art. 28. The General Meeting shall:
- modify and amend the Articles of Association;
- pass other by-legislation of the Association;
- elect and dismiss the members of the Managing Board of the Association;
- elect among the Managing Board Members the Chairman of the Association;
- admit and expel members of the Association;
- resolve the issues regarding reorganization and winding-up of the Association;
- approve the course and plan of the Association’s activities;
- pass the annual budget of the Association; resolve the issue regarding allocating of profits
- consider and approve the report submitted by the Managing Board, and shall determine
the amount of and the way of collecting membership dues;
- consider and resolve matters of unfair competition and infringement of “fair dealing” rules and shall take measures of elimination thereof;
- revoke the resolutions of the other corporate bodies that do not comply with the law, the Articles of Association or other by-legislation regulating the Association’s activities;
- resolve the incorporation of controlling or auditing committees to supervise the Association’s funds spending.
- Deciding to participate in other organizations.
Art. 29. (1) The General Meeting shall be deemed legally held provided that at least half of all members of the Association attend the session thereof. In case a quorum may not be achieved the meeting shall be adjourned for one hour with the same agenda to be considered and shall be legally held notwithstanding the number of members attending the General Meeting.
(2) Minutes of each General Meeting shall be taken and shall be signed by the Chairman and the secretary of the meeting.
(3) The minutes together with a list of the members that attend the General Meeting and papers regarding summoning and session of the General Meeting shall be filed in a special register. The register is available to all members of the Association.
Art. 30. (1) Resolutions of the General Meeting shall be passed by majority of votes of the attending members.
(2) Resolutions of the General Meeting shall be passed, as follows:
- Resolutions under Art. 28, p. 1 and p. 5 of the Articles herein – by majority of 2/3 votes of the attending members;
- Other resolutions shall be passed by ordinary majority of votes of the attending members.
Art. 31. (1) The General Meeting shall not pass resolutions regarding matters that have not been listed in the agenda.
(2) Resolutions passed at the General Meeting shall come into force immediately, unless otherwise specified in the resolution itself.
(3) Resolutions regarding facts subject to court registration shall be requested for filing by the Chairman of the Association.
(4) Where the General Meeting passes a resolution to expel a member, it shall notify within 14 (fourteen) days the expelled member and hear the explanations related to the expulsion thereof.
Right to vote
Art. 32. (1) Each member shall have a single vote.
(2) A member of the General Meeting shall not vote on matters regarding legal entities, that the member manages, owns or is related person for the entity, or may control the passing of resolutions.
Art. 33. (1) The Managing Board shall put the resolutions passed at the General Meeting into effect and shall manage the Association’s activities.
(2) The Managing Board shall:
- manage and organize the overall activities of the Association;
- dispose of the Association’s property pursuant to the requirements of the Articles of Association;
- convene the General Meeting according to the provisions herein;
- cause the resolutions of the General Meeting to be put into effect and the aims of the Association to be achieved;
- allocate and execute the budget approved at the General Meeting;
- prepare and put forward for discussion at the General Meeting the draft budget of the Association and the report of the Association’s performance;
- define the number, powers and remuneration of the Association’s administration.
- pass Rules for control over the donations;
- define the rules for and organize the performance of the Association’s activities;
- pass resolutions concerning other essential matters in regard with the practical management of the Association.
- resolve the incorporation of auxiliary bodies for performance
(3) The Management Board shall meet in ordinary session at least once every three months. Each of the members of ATEST has the right to request the convening of an extraordinary Management Board by making a written request to the Chairman. In that case, the Management Board shall be convened within 30 days of the submission of the written request.
(4) The Managing Board shall report to the General Meeting for its activities on a regular basis (at least once a year).
Members of the Board
Art. 34. The Managing Board shall include three individuals – representatives of the members of the Association, including one Chairman thereof. It is not necessarily the individuals – representatives to be in employment or other civil legal relationships with the members. Enough is any individual proposed for a Board Member (respectively Chairman) to be supported from at least one member of the Association.
Art. 35. (1) The General Meeting shall elect the members of the Managing Board, whose term of office shall be three years. Members of the Board might be reelected without any limitation.
(2) The Chairman perform remunerate the duties in the Association. The other Board Members shall perform their duties for no remuneration.
(3) The Chairman of the Association is the Chairman of the Managing Board as well.
(4) The term of office of a member of the Managing Board shall be ceased before the period set in case of:
- legal disability – full or limited, or death;
- intentionally caused damages to the Association or to an association member;
- prolonged inability to perform the obligations for a period for more than 6 (six) months;
- breach of his/ her obligations;
- request made by the Association’s member who has nominated the member of the Managing Board.
(5) Mandate of a board member may resign if he /she declares his/ her resignation at a session of the General Meeting. In such case request for resignation in writing shall not be required.
(6) In case of request for resignation of mandate of a board member to the General Meeting, it shall consider the request within 6 months.
Art. 36. (1) The members of the Managing Board shall have equal rights and obligations, regardless of any internal division of functions among them.
(2) The Members of the Board should perform their duties to the benefit and in the interest of the Association.
Convening of the Managing Board
Art. 37. (1) The sessions of the Managing Board shall be legally held if at least five members thereof attend the meeting.
(2) If the Chairman do not convene a session of the Board within the terms, stipulated in Art. 33, par. 3 the Board might be convened by each member thereof.
(3) The Managing Board shall pass resolutions provided that at least half of its members attend the session thereof. In addition an attending member shall be deemed a member with whom a conference call or other connection has been maintained that guarantees the identification of that member and his / her participation in the discussions and voting. The vote of such member shall be certified in the Minutes of the session by the chairperson of the meeting.
Art. 38. (1) The Resolutions shall be passed by the majority of votes of all attending members. Resolutions under Art. 33, par. 2, p. 2 and p. 9 and under Art. 44, par. 2 shall be passed by the majority of all members of the Managing Board.
(2) Minutes shall be kept for each session of the Board and for all resolutions passed. Minutes shall be signed by the members of the Board who attended the session and shall be filed in a special register.
(3) The Managing Board may pass a resolution without convening a session thereof, provided that all members of the Board and a total of at least two thirds of the association members sign the Minutes regarding the resolution adopted without comments or objections to this effect.
Art. 39. The Chairman of the Association shall be person of full legal capacity – member of the Managing Board.
Art. 40. The Chairman term of office shall be the term specified in Art. 35, par. 1 of the Articles of Association.
Art. 41. (1) The Chairman of the Association shall:
- act on behalf of the Association. Therefore he / she shall present a specimen of own signature verified by a notary public upon registration of the Association with the competent court;
- organize the execution of the Resolutions passed by the General Meeting or the Managing Board;
- convene the Managing Board.
(2) The Chairman shall perform, execute and conclude any and all acts, deals and transactions related to the Association’s activities and may authorize third parties to perform particular acts.
(3) The Chairman shall report their activities to the General Meeting.
Art. 42. The term of office of the Chairman shall be ceased by the General Meeting:
- at the request of the Chairman filed in writing to the General Meeting;
- if he / she acts contrary to his /her duties and thus impedes the normal running of the Association’s activities;
- in case of prolonged inability to perform the obligations for a period of 6 (six) months;
- in case of legal disability – full or limited;
- in case of death.
Art. 43. (1) The Association shall wind up its activities by a resolution passed at the General Meeting.
(2) The Association shall be dissolved by a court order passed by the competent Regional Court pursuant to the provisions of the Non-Profit-Making Entities Act.
Art. 44. (1) Liquidation procedure shall be carried out in case of winding-up, unless the Association is reorganized.
(2) The liquidation procedure shall be carried out by the Managing Board of the Association or by a person appointed by the Board. The liquidation trustee shall execute the acts provided for in the Commercial Act, shall convert the Association assets into cash and shall satisfy the Association’s creditors.
(3) Assets remaining after the payments to the Association’s creditors have been made shall be distributed pursuant to a resolution passed at the General Meeting.
(4) Persons that have acquired assets as provided for in Par. 3 shall bear responsibility for the Association’s liabilities up to the amount of what have been acquired.
VII. ADDITIONAL AND FINAL CLAUSES
- 1. Any and all matters not settled in the Articles of Association and of the General Meeting shall be subject to the effective Bulgarian civil legislation.
The Articles of Association herein are adopted at the General Meeting of Association of THE TRADERS OF Large CONSTRUCTION EQUIPMENT, dated this 23.06.2021 and held in the city of Sofia.