Charter

CHARTER

OF A NON-PROFIT ASSOCIATION

 

Bulgarian Association of Hypnosis and Hypnotherapy

Approved at the Founding Meeting, held in the town of Burgas

on 31.10.2012

 

 

GENERAL PROVISIONS

Status

Art. 1 (1) The Association is a legal entity, separate from its members in accordance with the provisions of the Law on non-profit legal entities (LNLE), the Charter and the resolutions of the General Assembly

  • The Association is responsible for its liabilities by its property.
  • The members of the Association are not responsible for its liabilities.
  • The members are responsible for paying the due membership fees.

 

Name

Art. 2 (1) The name of the association is Bulgarian Association of Hypnosis and Hypnotherapy and it may be written down in foreign languages.

  • The name of the association together with the information about the headquarters, address, court where the association is registered and the number of the court registration and BULSTAT must be indicated in the correspondence of the association.
  • The names of the branches of the association are formed by adding “branch” and the relevant town/city/village, where the address of the branch is. To the name of the branch it also may be added information about its scope of activity.

 

Headquarters and Business Address

Art. З The headquarters and business address are at: 1421 Sofia, Lozenets Housing Estate, 94 Dimitar Hadzhikotsev Str. (ground floor)

 

Term

Art. 4 The association is not limited by a term or another termination condition.

 

Main Goals of the Association, Type and Scope of Activity

Art. 5 (1) The scope of activity of the association is publishing of maters and articles on hypnosis and hypnotherapy, organization and carrying out of trainings on hypnosis and hypnotherapy, seminars, conferences, supervision and others, as well as founding of topical sections and working groups of the Association in the country. Stimulation and assistance in connection with international partnership, work on projects and participation in congresses, conferences, symposiums, schools, seminars, membership in international organizations and others. Forming and strengthening a true notion of hypnosis and hypnotherapy through the mass media and other channels for mass communication.

(2) Main goals of the association are:

  • Performance of scientific studies on hypnosis and hypnotherapy;
  • Performance of studies by using the hypnosis in various fields at various professional levels.

(3) The Association will execute activity for private benefits in accordance with LNLE

 

 

Membership Termination

Art. 6. (1) A membership is terminated:

  1. by a unilateral statement to the Association;
  2. at death or placing under full judicial disability;
  3. by expulsion;
  4. at termination of the legal entity – member of the association;
  5. at dropping out.
  • At a membership termination the association is not obliged to return the property instalments. A member that has terminated his/her membership is obliged to pay the overdue property instalments for the period of his/her membership.
  • The resolution for expulsion is taken by the Management Board of the Association at the presence of faulty behaviour that makes the continuation of the membership inappropriate. The resolution for expulsion may be appealed in front of the General Assembly of the Association.
  • The dropping out of a membership takes place when the membership fee is systematically not paid and it is not participated in the activity of the Association. The dropping out is noted by the Management Board by documents and an appropriate resolution by which the membership is terminated.

PROPERTY

Property

Art. 7. The property of the Association consists of the right of ownership and other real rights over fixed and current assets, property instalments by the members, claims and other rights depending on the current regulations.

 

Sources of Funds of the Association

Art. 8 (1) All members of the association are obliged to pay a membership fee. The amount of the due membership fee and the term of its payment are determined by the General Assembly. If there is no such a resolution after the approval of this Charter, the amount of the membership fee and the term of its payment are defined by the previous resolution. Interest is due over an overdue membership fee and it is equal to the basic interest rate determined by the BNB.

(2) The Association in the person of the Management Board may receive grants by natural and legal persons and conclude contracts for sponsorship.

The accepted members are entered in a book of the members with complete data and a membership card is issued after a determined form.

(2) The inception and the monthly membership fee are determined by the General Assembly.

  • The membership in the Association is voluntarily.
  • Each member has the right to participate in the management of the Association, to be informed about its activity, to profit from its property and the results of its activity after the routine provided in the Charter.
  • Each member is obliged to make property instalments, when it is decided by the General Assembly.
  • A member is not personally responsible for the liabilities of the Association.
  • The membership rights and obligations, except for the property ones, are not transferable and do not pass on to others at death or termination. The performance of the membership obligations and the exercising of membership rights may be granted to another person through authorization by a notarized power of attorney.
  • After a resolution of the Management Board of the Association temporary membership cards may also be issued for a certain period of time, but no more than 3 months, if there is a resolution of the General Assembly of the Assembly on that and the accepted after that routine persons have not the right to be elected in the management bodies of the Association during that period.
  • The amount of the membership fee of the Association is BGN 50,00 per year and the fee shall be paid up to 30th January at the latest by the members of the Association. The fee for students and pensioners is BGN 30,00.

Covering of Losses

Art. 9. If there are losses in accordance with the annual financial balance, the General Assembly may take a resolution on their covering by additional fees by the members of the Association. The resolution shall be taken unanimously by all members of the association

 

MANAGEMENT

Bodies of the Association

Art. 10. The bodies of the Association are the General Assembly and the Management Board.

 

Members of the General Assembly

Art. 11. All members of the Association participate in the General Assembly. The members of the Association participate in the General Assembly personally or by a representative.

 

Representation

Art. 12. (1) The members – legal entities are represented in the General Assembly by their legal representatives or by an explicitly authorized person.

(2) An authorized representative of a legal or natural person may be only a natural person.

  • The powers of attorney are issued explicitly for participation in the General Assembly of the Associations and they may be issued for a limited or unlimited number of meetings of the Assembly.
  • The authorized representatives have not the right to reauthorize their rights to third parties.
  • The authorized representatives may represent only one member of the General Assembly.

 

Competence of the General Assembly

Art. 13. The General Assembly:

  1. amends and supplements the Charter of the Association;
  2. approves other internal acts;
  3. transforms and terminates the Association;
  4. accepts and expulses members;
  5. elects and dismisses the members of the Management Board and determines their remunerations;
  6. appoints and dismisses registered auditors;
  7. approves the annual financial report;
  8. appoints the liquidators at termination of the Association, except in case of insolvency;
  9. reviews claims against the Management Board for membership termination;
  10. takes a resolution for opening and closing of branches;
  11. takes a resolution for participation in other organizations;
  12. approves the main directions and programmes for the activity of the Association;
  13. approves the budget of the Association;
  14. takes resolutions regarding the due membership fee and its amount;
  15. approves the report on the activity of the Management Board;
  16. cancels resolutions of the Management Board when they contradict the Law and the Charter of the Association;
  17. liberates from responsibility the members of the Management Board.

Holding of the General Assembly

Art. 14. (1) The General Assembly is held at least once a year – regular General Assembly. The first General Assembly may be held at the earliest one month after the establishment of the Association.

(2) The General Assembly may be convened at any time by the Management Board – extraordinary General Assembly.

 

Convening of the General Assembly

Art. 15. (1) The General Assembly is convened by the Management Board. It may be convened after a request by one third of the members of the Association.

  • In case that the Management Board does not extend a written invitation within one month after the request for convening of the General Assembly, it is convened by the Court depending on the headquarters address of the Association after e written request by the members concerned or by an authorized by them person.
  • The convening is carried out through an invitation sent to each member of the Association and placed on the notice board in the building where the headquarters of the association is.
  • The invitation contains an agenda of the issues for discussion, proposals for solutions, the date, time and place of the General Assembly and the person after whose initiative it is convened.
  • The period from the publication of the notice till the opening of the General Assembly cannot be less than 30 days.

 

Right to Information

Art. 16. The written materials, concerning the agenda of the General Assembly, shall be made available to the members at the headquarters of the Association up to the date of publication or sending the invitation for convening of the General Assembly at the latest. At request they are submitted to each member free of charge.

 

Attendance Sheet

Art. 17. (1) During the meeting of the General Assembly a list of the attendants or their representatives is prepared. The members and the representatives verify their presence by a signature and show their identity cards. The list is certified by the Chairman and the Secretary of the General Assembly.

(2) In the list under the previous article it is included members who have declared their presence up to the moment of the first voting after the existence of quorum has been established.

 

Quorum

Art. 18. The General Assembly may be held if members representing more than half of all members have come. If there is no quorum, the Management Board appoints a new meeting one hour later at the same place and with the same agenda regardless of the number of the members.

 

Right to Vote

Art. 19. Each member is entitled to one vote.

 

Conflict of interests

Art. 20. A member or a representative of his/hers cannot participate in the voting for:

  1. claims against him/her;
  1. undertaking of actions or failure to act for implementing his/her obligation to the association.
  1. in case of discussion of issues related to him/her, his spouse or lineal relatives – without limitation, collateral relatives – up to fourth degree, or relatives by marriage – up to second degree inclusive.

 

Majority

Art. 21. (1) The resolution of the General Assembly is approved by a majority of the attendants.

(2) For the resolutions under art. 21, items 1 and 3 it is required a majority of 2/3 of the attendants.

 

Resolutions

Art. 22. (1) The General Assembly cannot approve resolutions concerning issues, which have been not published in the invitation, except when all members are present or are represented at the meeting and no one objects to the discussion of the raised issues.

(2) The resolutions of the General Assembly shall come into force immediately, unless their effect is delayed or if they enter into force after promulgation in accordance with the the law.

 

Minutes of Meeting

Art. 23. (1) During the meeting of the General Assembly minutes of meeting are being kept in a special book. The Minutes of meeting are kept in accordance with the law.

(2) The minutes of meeting of the General Assembly are signed by the Chairman and the Secretary of the General Assembly and by the vote counters. An attendance sheet and the documents related to the convening of the General Assembly shall be enclosed to the minutes of meeting.

(3) Each member, who has attended the General Assembly, has the right to require and follow for the exact recording of the resolutions in the minutes of meeting.

 

Management Board

Art. 24. (1) The Association is managed and represented by a Management Board.

  • The members of the Management Board are elected by the General Assembly for a period of 5 (five) years.
  • The Management Board consists of 3 (three) to 7 (seven) members, who are members of the Association.
  • A member of the Management Board may also be a legal entity – a member of the Association, and at the meetings of the Board it is represented by its legal representative or by an explicitly authorized person.
  • The mandate of the first Management Board determined in the minutes of the Founding Meeting, which consists of three members, is five years.
  • The members of the Management Board may be re-elected without limitation.

Art. 25. (1) The members of the Management Board or the natural persons, who represent legal entities, members of the Board shall:

  1. be permanent residents of country;
  2. have an appropriate professional qualification and experience;
  3. be members of the association.

 

Rights and Obligations of the Management Board

Art. 26. (1) The members of the Management Board have equal rights and obligations regardless of the internal allocation of the functions between the members and the resolutions by which right of management is given to the executive members.

  • The members of the Management Board are obliged to execute their obligations in the interest of the Association and keep the secrets of the Association after they have ceased to be members of the Board as well.
  • The Management Board approves rules for their work and elects a Chairman and a Deputy Chairman from its members.
  • The Management Board holds regular meetings at least once per three months to discuss the status and the development of the Association.
  • Each member of the Board my request from the Chairman to convene a meeting for discussion of certain issues.
  • The Management Board ensures the use and preservation of the property of the Association.
  • The Management Board approves the organizational-management structure, the routine for appointment and dismissal of personnel, salary rules and other internal rules of the Association.
  • The Management Board takes resolutions on acquiring, expropriation and burdening of real estates and establishment of real rights on them, as well as their renting for a period of a year.
  • The Management Board determines the routine and organizes the execution of the activity of the Association.
  • The Management Board prepares and submits to the General Assembly a report on the activity of the Association.
  • The Management Board prepares and submits to the General Assembly a draft budget.
  • The Management Board ensures the execution of the resolutions of the General Assembly.
  • The Management Board discusses and solves all other issues, except those, which are within the competence of the General Assembly.

 

Quorum and Majority

Art. 27. (1) Resolutions may be taken if more than half of the members of the Management Board are present, personally or represented by another member of the Board. No one of the members that is present can represent more than one, who is absent.

  • The resolutions are usually taken by an ordinary majority, except in the cases provided in the art. 34, para. 8 – 9 of the Chart, which shall be taken by a majority of all members.
  • The Management Board may also take resolutions in absentia if all members are informed in writing about this way of voting and no one has objected that. An attendant is also a person with whom there is a bilateral telephone connection, guaranteeing the establishment of his/her identity and allowing his/her participation in the discussion and taking of resolutions. The voting of this member is certified in the minutes of meeting by the Chairman of the meeting.
  • Except the cases expressly determined in this Charter, the Management Board takes unanimously a resolution on:
  1. essential change of the activity of the Association;
  1. essential organizational changes;
  1. long-term partnership of significant importance for the Association or termination of such a partnership;
  1. taking a resolution on a proposal in front of the General Assembly about establishing of a branch.

Art. 28. The Management Board is obliged to prepare periodically the accounting information, provided in the Accountancy Act, about the activity of the Association by observing the principles of openness, reliability and timeliness.

 

Responsibility of the Members of the Management Board

Art. 29. (1) The members of the Management Board are jointly responsible for actions of theirs that harm the interests of the association and guarantee their management.

(2) Each of the members of the Board may be liberated from responsibility if it is established that he/she has no fault for the damages that have occurred.

 

Chairman of the Management Board

Art. 30. (1) The Management Board assigns the management of the Association to one or more of its members – a Chairman. The Chairman may be changed at any time. He/She is obliged at any time to report immediately to the Management Board any circumstances that have occurred and are of significant importance to the Association.

(2) The Chairman has the right to execute any actions and bargains, which are connected with the activity of the Association, to represent it and authorize other persons for the execution of particular actions. The Chairman has not right to expropriate and burden real estates of the Association, except if explicitly authorized for that by the Management Board.

 

(3) The Chairman:

  1. organizes the implementation of the resolutions of the Management Board;
  1. organizes the activity of the Association, implements its operational management, ensures the use and preservation of its property;
  1. concludes the labour contracts with the employees of the Association, except those, appointed by the Management Board;
  1. represents the Association and executes the functions that are assigned to him/her by the Management Board;
  1. immediately reports to the Management Board essential circumstances, concerning the activity of the Association;
  1. the Chairman of the Management Board on behalf of Association concludes a contract with the executive director, in which the particular rights and obligations, current remuneration, penalty for liberation from the executive functions ahead of schedule, social securities and other conditions are agreed.

 


ANNUAL CLOSING

Annual Closing Documents

Art. 31. Annually, up to the end of February, the Management Board prepares a financial report on the calendar year that has past and a report on the activity and submits them to independent auditors in the provided in the Law cases.

 

Contents of the Report on the Activity

Art. 32. In the report on the activity it shall be described the activity and the status of the Association and the annual finical report is clarified.

 

Appointment of Independent Auditors

Art. 33. (1) In the cases when an obligatory independent audit is required by the Law, the registered auditors are determined by the General Assembly.

(2) When the general Assembly has not elected a registered auditor till the end of the calendar year, he/she shall be appointed by the Management Board.

 

Approval of the Annual Closing

Art. 34. The annual financial report, the report on the activity and the report of the registered auditor shall be approved by the Management Board after which they are submitted for discussion to the convened for that purpose General Assembly.

 

Obligatory Accounting Information

Art. 35. In accordance with the provisions of the Accountancy Act, the Association shall prepare accounting information by observing the principles of openness, reliability and timeliness.

 

Dividends

Art. 36. The association does not allocate profit.

 

Books of the Association

Art. 37. (1) At the meetings of the General Assembly and of the Management Board minutes of meeting are kept, in which it is described the discussions, proposals, statements and resolutions taken. The minutes of meeting are certified by the signatures of the Chairman of the relevant body and of the minutes keeper and are cased in special books. The books are kept by the Chairman of the relevant body. The members of the Association and the members of the Management Board may get acquainted with the contents of the minutes books and obtain copies or excerpts of the minutes of meetings.

(2) The Association keeps a book of its members, in which it shall be written down the names and addresses of each members, personal numbers, professions and occupations, as well as the name, headquarters and business address, company file of court registration and BULSTAT of the members – legal entities.

TERMINATION AND LIQUIDATION

Grounds for Termination

Art. 38. The association is terminated:

  1. after a resolution of the General Assembly;
  1. at adjudging its insolvency;
  1. by a resolution of the District Court in accordance with the address of the headquarters of the Association in the cases provided in the LNLE;

 

LIQUIDATION

Art. 39. (1) At termination of the Association liquidation shall be carried out except in the case of transforming of the Association.

  • The liquidation shall be carried out by the Management Board of the Association. It executes the provided in the Commercial Act actions concerning the liquidation of the Association, cashing its property and satisfying the creditors of the Association.
  • The remaining property after satisfying the creditors shall be equally allocated between all founders of the Association.
  • The persons, who have gained property in accordance with the previous article, are responsible for the liabilities of the Association up to the amount of the property gained.

 

TRANSITIONAL AND FINAL PROVISIONS

Art. 40. Amendments of this Charter can be made after the routine determined in it and in LNLE.

Art. 41. In regard to the interpretation or application of the provisions of this Charter the provisions of the general Bulgarian legislation and LNLE are applicable.

 

This Charter is approved unanimously by all founders, who have attended the Founding Meeting of the non-profit association “Bulgarian Association of Hypnosis and Hypnotherapy”, held on 25th September 2012 in witness of which they have put their signatures under this Charter.

 

FOUNDERS: SIGNATURES
1. Kalin Evgeniev Tsanov
2. Dimitrina Mitreva Raduleva
3. Katya Dimitrova Yankova

Comments are closed