Company by-law

 

 

ARTICLES OF ASSOCIATION

 

of non-profit organization 

 

"Bulgarian-Chinese Chamber of Commerce and Industry "

 

 

 

I.                  GENERAL POSITIONS

 

Art. 1. Establishment

 

The signees of the Articles decided to establish "BULGARIAN-CHINESE CHAMBER OF COMMERCE AND INDUSTRY" (named hereafter for brevity CHAMBER / THE CHAMBER and/or ASSOCIATION / THE ASSOCIATION) as non profit association, which is carrying out its activities for private benefit on the basis of the Articles and under the Bulgarian Law on judicial non-profit organizations.

 

The present document – „ARTICLES OF BULGARIAN-CHINESE CHAMBER OF COMMERCE AND INDUSTRY” will be named hereafter for brevity ARTICLES / THE ARTICLES.

 

Art. 2. Name

 

The name of the Chamber is "БЪЛГАРО-КИТАЙСКА ТЪРГОВСКО-ПРОМИШЛЕНА КАМАРА" (БКТПК) in Bulgarian, and the corresponding name in English - "BULGARIAN-CHINESE CHAMBER OF COMMERCE AND INDUSTRY" (BCCCI).

 

Art. 3. Location

 

The headquarters and registered office of the Association in Republic of Bulgaria is in the city of Sofia 1606, Krasno selo region, 2А, General Totleben blvd., fl. 4, ap. 10.

 

Any written statement on behalf of the Association must contain its name, location, address, registration data, Bulstat number and tax number.

 

 

Art. 4. Term

 

The Chamber is established for indefinite period.

 

Art. 5. Responsibility

 

The Chamber is responsible for the assumed obligations with its property. It is not responsible for the obligations of its members and the companies in which it has holdings. Any personal liabilities of members and persons in the bodies of the Chamber are excluded.

 

Art. 6. Objective of the Chamber

 

The objective of the Chamber is to promote and support trade and economic relations between the Republic of China and the Republic of Bulgaria in the interest of the Republic of China and the Republic of Bulgaria, to represent and protect the economic interests of its members and providing services that contribute to the achievements of the Chamber and in accordance with the Articles.

 

Art. 7. Resources for achieving the objective of the Chamber

 

(1). To achieve its objective the Chamber takes the following actions:

1. study of conditions in bilateral trade, especially sales opportunities, supplies, cooperation and investments in both countries;

2. collaboration with the Chamber of Commerce of the Republic of China, and with organizations and agencies of the Republic of China and the Republic of Bulgaria, which are of particular importance to the Chamber;

3. assistance in optimizing the framework conditions for investments and economic activities of

    enterprises of both countries, especially for small and medium enterprises;
4. support the establishment and expansion of economic relations and entering new international

    markets;

5. assist its members in negotiations and in signing of agreements;
6. assistance with activities of the working groups with government bodies and institutions;
7. Statemements and projects on changes and amendments in the Bulgarian legislation;

8. development of publications on economic development;

9. protection of economic interests involved in bilateral economic relations to the Chinese and Bulgarian ministries, departments and other institutions.

(2).  The Chamber works both in the interest of companies from both countries.

 

(3). The Chamber does not carry party - political activity. It can not perform other tasks that are not covered by the Articles.

 

(4). In appropriate cases, to achieve its objectives the Chamber may open branches and establish new companies.

 

Art. 8. Subject of the activity of the Chamber

 

(1). To achieve its objectives the Chamber performs the following activities:

1. mediation, support and further development of business relations between companies from the

    People’s Republic of China and the Republic of Bulgaria;

2. establishing and maintaining contacts between the interested economic circles of both countries and representation of Chinese and Bulgarian companies and coordination of their economic and professional interests within the objectives set out in the Articles;

3. exchange of information and experience relating to the exercised by members of the Chamber business, and advising companies in China and Bulgaria to establish joint ventures and other services in the framework of promotion of trade and industry of the Chinese and Bulgarian companies;

4. creation of documentation for use by administrative authorities, businesses and companies located in both countries. Collect and disseminate information through publications, circular letters, annual reports, instructions and other printed materials about the economic situation in China and in Bulgaria, and for the development of economic and commercial policy issues;

5. providing information and advices, preparing statements and reports on the state of the market;

6. periodically conducting economic and business events and other forms of sharing experience and information on everything that relates to China - Bulgarian business relationships such as meetings between contractors and manufacturers, meeting with political and administrative institutions from Bulgaria and China, press conferences, information seminars, business meetings, symposia and discussions of thematic business delegations from China to Bulgaria and from Bulgaria to China, as well as participation in such events as they conform to the objectives of the Articles;

7. marketing and management in the field of trade, culture, art and education.

8. support on issues of vocational, language and other education and qualification as far as they are relevant to the interested enterprises involved in trade between the two countries;

9. voluntary mediation in resolving disputes between participants in the bilateral economic life;

10. representation at fairs and other organizations active in promoting economic relations between China and Bulgaria;

11. providing services both to members and non-members of the Chamber;

12. implementation of any other legally permissible activity that serves the objectives of the Chamber.

 

(2). The Chamber has the following additional economic activity related to the main activity and required for its implementation:

1. provide to members and non members of the Chamber persons and entities trading information on payment of fees;

2. publish and distribute to members and non members of the Chamber persons and entities proposed business information on payment of fees;

3. carry advertising and publishing activity;

4. organize training and retraining courses;

5. mediate in making business contacts;

6. hold competitions and interviews to select staff to work in Bulgaria and abroad;

7. represent other entities for business and profit in realization of business contacts;

8. monitors, analyzes and studies;

9. prepare projects and papers to participate in competitions for funding business programs and funding of projects of funds, banks and nongovernmental organizations;

10. provide temporary headquarters for initial registration of companies;

11. carry out any business activity that meets the conditions of the following paragraph 3.

 

(3). The Chamber may conduct additional business only if it is connected with the main subject of activity and the objectives of the Association. Revenue from additional economic activities will be used to achieve the objectives set out in the Articles.

(4).  Member companies may be granted discounts for the use of those in art.8, para.1 and para.2 activities.

 

 

II.               MEMBERSHIP

 

Art. 9. Members

 

(1). Members of the Chamber can be Bulgarian and Chinese physical or legal persons and foreign sales offices and branches, physical or legal persons or third country that accept the purposes of the Chamber and provisions of the Articles.  Exceptions are possible when they are accepted and justified by General Assembly. Membership in the Chamber is voluntary.

 

(2). Members – advisers of the Chamber.

Embassies of China in Sofia and of Bulgaria in Beijing are members of Bulgarian-Chinese Chamber of Commerce and Industry with status of advisers.

 

(3). Licensed members can be persons under Art. 9, para. 1, participating in economic life between Republic of China and Republic of Bulgaria.

 

(4). Honorable members can be persons under Art. 9, para. 1, who have exceptional merits in encouraging and supporting Bulgarian-Chinese commercial, economic and political relations.

 

Art. 10. Licensed members acceptance

 

(1).  Persons, who want to be accepted as licensed members in the Chamber, must submit a written application for membership to the General Assembly, filling in the form and attaching required documents. The General Assembly is entitled to require any extra information about economic situation, fields of activity, reputation and others essential circumstances in view of the assessment of the Chamber.

 

(2).  During its first meeting after reception of the request, the General Assembly decides acceptance of the new member. Decision of the acceptance is in notified in writing to the person, accepted as licensed member of the Chamber. In case of refusal, The General Assembly in not required to state its motifs.

(3).  The decision for acceptance of a new member enters into power after signing the Protocol of the meeting.

After operating and paying the dues for the calendar year, the new member enters the Register of members of the Chamber.  

Membership is licensed and enters into power from the date of the entry in the Register of the members of the Chamber.

 

(4).  Exceptionally, the General Assembly of the Chamber can decide with its majority of all its members, that a candidate may not pay an initial and/or annual membership fee in exchange of at least equivalent consideration in favor of the Chamber of Commerce and Industry.

Under the same conditions, The General Assembly can release a member of the Chamber of Commerce and Industry of payment of annual fee.

 

Art. 11. Acceptance of honorable members

 

(1). Honorable members are accepted by the General Assembly.

 

(2). The decision of the acceptance of a new honorable member enters into power immediately after signing the Protocol.

Membership is licensed and enters into power after the date of entering the Register of the members of the Chamber.

 

(3). The decision is announced to the person, accepted as an honorable member, in written form.

 

Art. 12. The Register of the Members

 

New members of the Chamber, and current information of payments of the fees, fixed by the Articles, entered a departmental register of the members. This register is available for the members and is updated by the General Assembly in the end of each quarter.

 

Art. 13. Rights of the members

 

(1).  Every licensed member can:

1. Participate in the General Assembly meeting and vote personally or by representative, authorized in written form;

2.  Be chosen in the General Assembly of the Chamber;

3. Be informed for the activity of the Chamber and for implementation of the decisions of the General Assembly and of the General Assembly;

4. Participate in events, organized by the Chamber;

5. Require support and consultations by the Chamber on all matters, concerning activity of the Chamber;

6. Benefit from results of the activity of the Chamber of Commerce and Industry, according to the Articles and every specific research or a service is paid according to the tariff of the General Assembly.

 

(2).  Honorable members of the Chamber can participate in General Assembly meetings without voting, but cannot be chosen in the General Assembly of the Chamber. They have rights under Art. 13, paragraph 1, p. 3-5.

 

Art. 14. Obligations of the members

 

(1). Every member is required:

1. To support the Chamber to achieve its objectives;

2. To respect the Articles and to execute decisions of the authorities of the Chamber;

3. To be loyal to the Association and to other members;

4. Not to act competitively to the Chamber;

5. To inform in written form the General Assembly of the Chamber, in case of conflict of interests between him or/and related persons and the Chamber in maximum 7 calendar days after the incurred circumstances.

6. In case of changing the address of headquarter or current account, to inform the Chamber timely and to fill in new informative documents.

 

(2).  Licensed members have to pay initial and annual membership fees.  

Members who are already registered can renew their membership, paying the annual fees till the beginning of the year.

New members of the Chamber have to comply with the requirements under Art. 10.and Art. 14, para. 3

 

(3). In ten-day term after the written announcement of the new licensed members about their acceptance in the Chamber, they have to pay their fees, fixed by the General Assembly.

 

(4). Membership rights are personal and cannot be remised or transferred after death or termination to others.

 

 (5). Honorable members are free of membership fees.

 

Art. 15. Termination of the membership

 

(1).  Membership is terminated in following cases:

1. written announcement about leaving;

2. termination of a legal entities or company which is a member of the Chamber;

3. start of procedure of insolvency against a legal entities or company, member of the Chamber;

4. death, resp. applying under full interdict of a physical person, member of the Chamber;

5. damage of the reputation and the good name of the Chamber by a member, who has a police/prosecutor investigation, lawsuit and etc. 

6. elimination of a member of the Chamber;

7. termination of the Chamber.

 

(2).  In cases under Art. 15, para. 1, p. 2-6, membership is terminated automatically after the date of the death, resp. after entering into power of the judgment for applying under full interdict, after the date of registration of the circumstances affecting the Articles of legal entity/company or after the date of police/prosecutor investigation, lawsuit and etc. about art. 15, para. 1, p. 1 is applied art. 18 of the Articles.

 

Art. 16. Elimination of the Chamber

 

(1). The elimination of the Chamber is allowed only for important reasons. Important reasons are:

1. breaking the Articles of the Chamber, neglect of the decisions of the General Assembly or the General Assembly, and other actions that make its membership unacceptable;

2. behavior, incompatible with membership of the Chamber;

3. delayed payment of fees;

4. not paying the fees or payments for services, or not participating regularly in the activity;

5. intentional acts against interests of the Association/Chamber;

6. other actions, damaging the reputation and the good name of the Chamber.

 

(2). The decision of the elimination is taken by the General Assembly.

 

Art. 17. Leaving the Chamber

 

(1). Leaving of member of the Chamber is possible only at the end of the year in written announcement of leaving. The announcement for leaving the Chamber has to be in written form, by a registered letter to the General Assembly at the latest three-month term before the end of the calendar year. The announcement should be well motivated.  

 

(2). Membership is considered terminated from 01.01 next calendar year.

 

(3). The announcement of leaving doesn’t reflect to membership rights and obligations till the end of the calendar year.

 

Art. 18Financial and property consequences of leaving the Chamber

 

Persons with terminated membership have no right to ask for recovery of the fees for the current year or any claims for the property of the Chamber, penalties, damages, etc.

 

 

 

III. BODIES OF THE CHAMBER

 

Art. 19. Bodies of the Chamber

 

   Bodies of the Chamber are:

1. General Assembly;

2. Board of Managers;

3. Chairman;

4. Vice Chairman;

5. Supervisory Commissions

 

 

1. GENERAL ASSEMBLY

 

Art. 20. General Assembly

 

(1). The General Assembly is the supreme authority of the Chamber and consists of all regular members of the Chamber.

 

(2). Honorary members may attend meetings of the General Assembly and to participate in its work without the right to vote, and the rules of art. 21-27 of the Articles of the Chamber do not apply for them. At the discretion and invitation of the Board of Managers, participation in the General Assembly may take and other persons, as the persons under this paragraph (art. 20, para. 2.) also can participate in the General Assembly entitled to vote.

 

Art. 21. Powers of the General Assembly:

1. amended the Articles in accordance with Art. 22;

2. elected members of the Board of Managers;

3. dismiss members of the Board of Managers;

4. determine the amount of entrance fee and annual membership fees.

5. decide on additional cash contributions; accept the reports of the Board of Managers, the Treasurer, the Auditor and the Audit Committee;

6. decide to reorganize or termination of the Chamber;

7. adopt the budget of the Chamber, which is submitted by the Board of Managers.

 

Art. 22. Amendments of the Articles

 

On the proposal of the Board of Managers or at least a quarter (one quarter) of members of the Association, the Articles may be amended by the General Assembly. The decision to amend the Articles shall require a majority of two thirds (2 / 3) from the present or represented members of the Chamber.

 

Art. 23. Regular and extraordinary Assemby meetings

 

(1). Regular General Assembly meetings shall be held once a year at the place where is the registration of the Chamber or at the discretion of the Board of Managers.

 

(2). Extraordinary General Assembly meetings may be convened at the request of one third (1 / 3) of the regular members of the Chamber.

For the convening of the Extraordinary General Assembly, the members must submit to the Board of Managers a request in writing, accompanied by a proposal for the agenda. The Board of Managers shall convene an extraordinary General Assembly meeting within one month of receiving of the request.

 

(3). Meeting of the General Assembly shall be presided by the Chairman, in case the Chairman is absent, he authorizes the Vice-Chairman to replace him. In case that the Vice- Chairman is prevented from presenting on the meeting, the Chairman authorized a member of the Board of Managers to guide the meeting.

 

Art. 24. Convening the General Assembly meeting

 

(1). The General Assembly meetings shall be convened by the Board of Managers.

 

(2). Both the regular and extraordinary General Assembly meetings shall be convened by a written invitation to all members of the Chamber, as the invitation for the General or Extraordinary Assembly Meeting shall not be published in the Official National Gazette.

The invitation for the general or extraordinary meetings shall be sent by standard line of the presented by the members of the Chamber addresses, e-mails or faxes.

 

(3).  Written materials relating to agenda are available to all members within one (1) month before the General Assembly meeting at the building in which is the management of the Chamber, or in appropriate cases on the website of the Chamber .

 

(4).  The proposals for selection of members for the Board of Managers of the Chamber, where it is provided in the agenda may be presented to the Chairman in writing by any member of the Chamber and the Board itself, within two weeks before the General Assembly meeting.

The proposal is valid only when the proposed person has given prior written consent to be elected a member of the Board of Managers and meets the criteria in the Articles.

 

Art. 25. Quorum

 

(1).  The General Assembly may decide, when there are present or duly represented more than half of all regular members of the Chamber.

 

(2).  In case that the meeting of the General Assembly did not attend the required number of members under art. 25, para. 1. The meeting shall be postponed for one (1) hour with the same agenda. After this delayed one (1) hour nevermind of the required number of members, the General Assembly shall be valid and can make decisions regardless of the number of members present.

 

(3).  The quorum and the presented persons will be established by a list that reflects the names of members which are presented.

 

(4).  The list is signed by the relevant eligible individuals, certified by the signatures of the Chairman of the meeting and the record-keeper, and attached to the minutes of which is an integral part.

 

(5).  In case of termination of the General Assembly meeting by a member prior to conducting the vote, the list must note this fact.

 

(6).  Any violation of the preceding paragraph invalidate the expressed by the person vote.

 

Art. 26. Taking of decisions

 

(1). Each member has one vote at General Assembly meetings.

 

(2). The General Assembly shall decide on all matters outside the powers of the Board of Managers, namely:

1. amend and correct the Articles;

2. adopt other internal documents, unless the Internal Rules on the functioning of the Chamber, which has jurisdiction of the Board of Managers;

3. elect and dismiss members of the Board of Managers;

4. admit and expel members;

6. decide on participation in other organizations;

7. decide to reorganize or termination of the Association;

8. adopt guidelines and program activities of the Chamber;

9. adopt the budget of the Association;

10. decide on the size and membership fees or property contributions;

11. adopt the report of the Board of Managers and the balance of the Chamber;

12. revoke decisions of other bodies of the Association, contrary to the laws, the Articles or other internal acts regulating the activities of the Association;

13. make other decisions provided for in the Articles.

 

(3). In each session of the General Assembly, the Board of Managers determines the procedure and method of voting, and settle all other matters pertaining to conduct it.

 

(4). In case of General Assembly meeting to elect a new Board of Managers, the Board retired prior draw procedure and method of voting.

 

(5). The General Assembly meeting takes decisions by open vote by simple majority (50% +1) of the voters. Exercise of rights of votes using different means of communication is inadmissible

 

(6). By decision of the General Assembly, the vote may be secret. Elections are always held by secret ballot.

 

(7). Decisions to amend the Articles, the election of the Board of Managers, reorganization and dissolution of the Chamber, and for acceptance of honorary members shall be done by open vote by a majority of two thirds (2 / 3) of the attendees - resp. represented members.

 

(8). Decisions can be taken only on matters that are included in the agenda of the General Assembly meeting. Proposals for inclusion of new issues on the agenda may be considered by the General Assembly only if all members are present and they agree on them.

 

(9). Legal entities participating in the General Assembly by the persons listed in the Chamber as their representatives.

 

(10). On the basis of a written authorization, the vote may be exercised by another member of the Chamber. The respective powers of attorney must be submitted in the original to the chairman of the session at the latest just before the General Assembly meeting.

It is unacceptable a person to represent more than three members of the Chamber before the General Assembly on a meeting.

Re-authorization is not allowed.

 

(11). Any violations of the preceding two paragraphs invalidate automatically the expressed by the party vote.

 

(12). The General Assembly meeting’s decisions are binding on other bodies of the Association.

 

(13). The General Assembly meeting’s decisions are subject to judicial review as to their legality and in compliance with the Articles.

 

(14).  Decisions of the authority of the Chamber which were taken contrary to the laws, the Articles or previous General Assembly meeting’s decision may be appealed to the General Assembly at the request of interested members of the Association or his authority within one month after their announcement, but not later than one (1) year from the date of taking the decision.

(15).  Disputes under Art. 26 para. 14 can be brought into the court of registration to the Chamber by any member of the Association or his authority or by the prosecutor, within one month after their announcement, but no later than one (1) year from the date of making the decision.

 

Art. 27. Minutes of the meeting

 

(1). For each meeting minutes are kept, which should contain the following data:

 

1.  date and place of meeting;

2. attendance of members;

3. agenda;

4. essential part of the content of the discussions;

5. solutions.

 

(2). The minutes should be signed by the chairman of the meeting of the General Assembly and the record-keeper of the minutes.

 

 

2. BOARD OF MANAGERS

 

Art. 28. Structure

 

(1). Board of Managers consists of selected individuals - members of the Chamber as legal

      entities or individuals.

      Board of Managers consists of at least three members. If necessary, the General Assembly may

      increase or decrease the number of members of the Board.

(2). Among its members, the Board of Managers shall elect Chairman and Vice-Chairman.

 

(3). The members of the Board of Managers, through its composition present important industries involved in bilateral economic relations.

 

Art. 29. Election

 

(1). Board members are elected by the General Assembly for a period of five (5) years, and its members may be reelected without limit of time.

 

(2). The choice of a new Board of Managers is held on the first General Assembly Meeting after the expiry of the current mandate of the Board.

During the period between the end of the mandate and the day of the General Assembly meeting, the current Board continues to fulfill its functions under the Articles. Board members may be reappointed for an unlimited number of mandates.

 

Art. 30. Early termination of the mandate of member of the Board of Managers

 

If a Board member withdraw from the Board before the expiration of his term, the Board of Managers, subject to the criteria in Art. 28, para. 1, may elect a member of the Chamber at its discretion, for a member of the Board of Managers to complete its composition until the next regular General Assembly meeting.

 

Art. 31. Authority

 

(1).  The Board of Managers observes the activities and objectives of the Chamber, helping to achieve them. He accepts the basic guidelines for the activities of the Chamber. The Board of Managers is acting in pursuance of the decisions of the General Assembly.

 

(2).  The Board of Managers:

1. organizes and manages the operational management of the Chamber;

2. make recommendations on future activities of the Chamber;

3. elect the Chairman and Vice Chairman;

4. approve the annual financial statements for the calendar year, which is presented by the Chairman;

5. discuss project proposals by the Chairman of the Chamber budget which will be submitted to the General Assembly meeting;

6. decide on opening and closing of branches of the Chamber and branches are not legal persons, but guided by Manager and perform the activities defined by the Board of Managers of the Association. By the same decision are determined the powers and representative power of the branch manager;

7. decide on the admission and exclusion of regular members of the Chamber;;

8. decide on the participation of the Association in other associations, non-profit and commercial companies;

9. elect Auditor and Audit Committee;

10. rules the property of the Chamber;

11. formed advisory councils and special committees, in case this is necessary;

12. determine the address of the Chamber;

13. submit an activity report to the General Assembly meeting;

14. appoint and dismiss administrative personnel of the Chamber of Commerce and Industry and set remunerations, which are subject to the Employment law;

15. Institute awards, certificates, plaques, badges, etc.. reward members, organizations and individuals for significant contributions in implementing the objectives and activities of the Chamber.

16. take decisions on all matters which by law or according to the Articles does not belong to the rights of another body;

17. fulfill their obligations under the Articles.

 

(3). In addition, the Board of Managers shall decide all matters under the Articles does not expressly granted to the General Assembly.

 

Art. 32. Meetings

 

(1). The meetings of the Board of Managers are held at least twice a year.

 

(2). The meetings of the Board of Managers shall be guided by the Chairman of the Chamber.

 

Art. 33. Convening of the Board of Managers

 

(1)   The Board of Managers’ meetings shall be convened by the Chairman.

 

Invitations to the meeting must be submitted in writing, by order of the standard specified by the Chamber members addresses, e-mails or faxes to each Board member no later than ten (10) days before the date of the meeting, indicating the agenda, the date, the time and place of meeting.

In special cases the invitation may be sent in a short period.

Each Board member has the right to submit questions for discussion without restriction.
After the election of new Board of Managers, its first meeting shall be held immediately after the General Assembly meeting.

 

(2). Additional meetings of the Board of Managers may be convened by the Chairman upon written request of one third (1 / 3) of the members of the Board or they may be determined at meetings of the Board.

 

Art. 34. Quorum

 

The Board of Managers may take decisions if the meeting is attended by more than half of all its members.

 

Art. 35. Decision making by the Board of Managers

 

(1).  Decisions are taken by open vote by simple majority (50% + 1) of the votes present at the meeting of the Board of Managers.

Decisions on admission and exclusion of regular members of the Chamber and members of the Board of Managers, shall be taken by open vote by a majority of two thirds (2 / 3) of those present at the meeting of the Board of Managers.

Decisions under Art. 31, para. 2, item 4 shall be taken by open vote by simple majority (50% + 1) by all members of the Board of Managers.

 

(2). The Board of Managers may pass resolutions without holding a meeting if two-thirds (2 / 3) of the Board of Managers’ members sign the Minutes for the decisions taken without comments and objections. Remote decisions of the Board shall be considered valid when they were taken observing the above conditions.

 

(3). In case of decision making by the Board of Managers and / or votes of those present at a meeting of members of the Board of Managers, and at equal vote the Chairman vote shall be decisive.

 

(4). Each Board member has the right to make proposals for decision on a question related to the objectives and functioning of the Chamber. Proposals may be presented to the other Board members in writing before or orally at the meeting or by e-mail message at the addresses of the members of the Board of Managers.

 

(5). The Board of Managers is obliged to vote all presented under the preceding paragraph proposal.

 

(6). The Board of Managers members shall be jointly responsible for their actions.

 

(7). For the meetings of the Board of Managers, appointed by the Chairman Secretary is writing the Minutes of the meeting and later should be sent to all members of the Board.

 

Art. 36. Organization for financial matters

 

(1).  For managing the financial affairs of the Chamber, the Board of Managers shall elect from among its members a Treasurer.

 

(2).  The Treasurer organizes and supervises the financial affairs of the Chamber.
The Treasurer advises the Chairman on the budget and performs ongoing inspections of accounting and helps through consultation in preparing the balance sheet.

 

Art. 37. Representation

 

(1). The Chamber is represented to third parties in the country and abroad by the Chairman or the elected representative of the Chairman.

 

(2). In case of necessity, the Board of Managers may also propose another member or members of the Board to represent the Chamber at certain events.

 

 

3. CHAIRMAN. VICE CHAIRMAN

 

 

Art. 38. Functions

 

(1).  The Board of Managers shall elect from among its members for the duration of his term Chairman and Vice- Chairman.

The Chairman and Vice-Chairman may be reelected without limit of time.

 

(2).  The Chairman must contribute to the good reputation of the Chamber in the country and abroad. It embodies the unity, the good name and integrity of the Chamber.

 

(3).  In conducting the affairs of the Chamber, the Chairman must act with due diligence within the law, the Articles of the Association, the General Assembly decisions and the Board of Managers.

 

(4).  The Chairman has the power of representation of the members of the Chamber and third persons, as he shall comply his actions with the law, the Articles, and the decisions of the General Assembly and the Board of Managers.

 

(5).  The Chairman may enter into contracts with third parties relating to the Association, in compliance with the law, the Chamber and the decisions of the General Assembly and the Board of Managers.

 

(6).  The Chairman manages the movement of financial funds of the Association in accordance with the approved budget, appoint and dismiss assistants of the Chamber.

 

(7).  The Chairman shall convene meetings of the Board of Managers of the Chamber, shall propose the agenda for the meetings, ensure observance of legal requirements for convening and holding of the General Assembly meetings and make the necessary publications in the daily newspapers.

 

(8).  The Chairman has the right to assign members of the composition of the Board of Managers carrying out concrete actions and implementation of separate individual functions associated with objectives of the Association, and the study of specific issues or cases. For the underlying actions, the member shall report and be responsible in front of the Board.

 

(9).  The Chairman must:

1. contribute in achieving the objectives of the Chamber, together with the Vice-Chairman;

2. take strategic decisions within the guidelines for the activities of the Chamber.

3. giving advice, showing problems and help solving them.

 

(10).  If the Chairman is unable to perform his duties, he authorized the Vice-Chairman to replace him, but for a period not longer than the time until the next General Assembly meeting.

 

(11).  The selected persons according to art. 38, para. 1 shall continue to execute their obligations until the election of subtitutes.

 

Art. 39. Honorary Chairman

 

(1). The General Assembly with a majority of two thirds (2 / 3) of the present and represented members may elect Honorary Chairman, who has no powers of Chairman under the Articles and there is no need to be a member of the Board of Managers.

 

(2)   The title "Honorary Chairman" has only moral value.

 

 

4. VICE CHAIRMAN

 

Art. 40. Election

 

The Board of Managers elects Vice-Chairman from among its members.

 

Art. 41. Authorities

 

(1).  The Vice-Chairman assists the Chairman of the Chamber and under his directions and authority shall make all current activities of the operational management of the Chamber under the Articles, as observing the guidelines for the activities of the Chamber designated by the Board of Managers.

He is particularly responsible for preparing the budget and the current control of its execution.

 

(2).  Decisions relating to staff of the Chamber shall be taken by the Chairman and the Vice-Chairman.

 

(3).  The Vice-Chairman and all employees of the Chamber execute their activities in accordance with the principles of strict objectivity, loyalty, integrity, confidentiality and political detachment.

 

(4).  In connection with the above mentioned authorities and powers of the Chairman of the Chamber's, the Vice-Chairman may:

 

1. convene meetings of the Board of Managers;

2. participate in the General Assembly, in the meetings of advisory councils and specialized committees personally and / or through an assistant;

 

 

5. SUBSIDIARY BODIES OF THE CHAMBER

 

Art. 42. Advisory Board

 

The Board of Managers may appoint regular members in the Advisory Board to assist the Board of Managers.

The Advisory Board has advisory function.

The meetings of the Advisory Board shall be convened and chaired by the Chairman or when he is prevented, can authorize the Vice-Chairman or another member of the Chamber to replace him.

 

Art. 43. Specialized Commissions

 

To perform certain activities, the Board of Managers may form specialized committees that include members of the Chamber.

The meetings of the specialized committees are chaired by appointed by the Chairman member, who will report to the Board of Managers on the work of the Commission.

 

Art. 44. Honorary regional representatives

 

By decision of the Board of Managers, honorary regional representatives may be designated of the Chamber in China and Bulgaria. Honorary regional representatives are also members of the Advisory Board, if such exists.

 

 

6. SUPERVISORY COMMISSIONS

 

Art. 45.

 

(1).  The Supervisory Commission shall examine the accounting books, accounts and annual financial statements of the Chamber.

 

(2).  The Supervisory Commission is elected by the Board of Managers for three (3) years.
One member of the Supervisory Commission is elected by the circle of certified public accountants.

The Supervisory Commission consists of odd number of auditors; some of them must be members of the Chamber.

Members of the Board of Managers could not be eligible for members of the Supervisory Commission.

 

(3).  The Supervisory Commission holds each year until the thirty-first of December, through the Minutes signed by its members, the state of cash and bank accounts. For the verification of annual financial statements a written report should be prepared.

On the General Assembly meeting, the results of the examination shall be announced and explained to the members of the Chamber.

 

(4).  The annual supervision of accounting, the accounting documents and annual balance sheet shall be exercised by a registered supervisor appointed by the Board of Managers for a period of three (3) years. He shall prepare a report and submit it to the General Assembly meeting.

 

 

IV.           ARBITRATION COMMISSION

 

Art. 46.

 

 (1). All disputes on organizational, membership and other issues and domestic relations for the Chaber shall be decided by a three-member Internal Arbitration Commission.

It shall be formed, as each of the disputing parties appoint a member of the Chamber for Arbitrator, not belonging to any of the conflicting parties.

The Chairman of the Chamber appoints for third member of the Internal Arbitration Commission a member of the Chamber, as Presiding Arbitrator.

 

(2). Internal Arbitration Commission shall decide by majority of its members’ votes. Its decisions are final and not subject to appeal.

 

(3). Arbitrators are entitled only to reimbursement of expenses incurred by the defaulting party.

 

 

V.                PROPERTY OF THE CHAMBER

 

Art. 47.

 

(1). The Chamber's property may consist of ownership and other real rights over immovable and movable properties, intellectual property rights and claims against third parties.

The sources of property of the Chamber are: annual membership fees, voluntary contributions, target  funds, cash assistance, donations, sponsorships, fees for the Chamber's services, incomes from movable and immovable properties owned by the Chamber; and from contribution of the Chamber in the financial capital of other companies; wills, financial mechanisms and resources provided to the Chamber from the Republic of China and the Republic of Bulgaria or from other organizations and institutions, and other sources permitted by the law.

 

 

(2).  The Board of Managers disposes with the property of the Chamber.

When the Chamber receives target financial funds, they can only be used for purposes for which they were granted.

 

(3).  The property of the Chamber is used only for the tasks and objectives described in the Articles. The Chamber does not distribute profits among its members.

 

(4).  The accounting books of the Chamber are held in Bulgarian levs. In parallel, for its own purposes, can be conducted and accounting in euros.

 

 

 

 

VI. TERMINATION OF THE CHAMBER

 

Art. 48. Reasons and order of termination

 

(1).  The Chamber can be transformed in other kind of non-profit legal entity. The transformation is a decision of the General Assembly, taken by majority of two-thirds (2/3) of the present members.  

 

(2). The Chamber can be terminated only after a decision of a Extraordinary General Assembly meeting, convened only for that reason.

The suggestion of the termination of the Chamber can be made by the members of the Board of Managers by at least two-thirds (2/3) of the present and presented members. The suggestion of the termination of the Chamber should be presented in written form to the Board of Managers.

 

(3).  In case of application of a suggestion for termination of the Chamber, The Board of Managers is required in four-week term to convene an Extraordinary General Assembly meeting.  

The invitation for the Extraordinary General Assembly meeting should contain explicitly the objective o