AmCham Bulgaria Statutes
STATUTES OF THE
AMERICAN CHAMBER OF COMMERCE
IN BULGARIA
Signed on September 17, 1995 by the founders of
the AMERICAN CHAMBER OF COMMERCE IN BULGARIA and amended on December 11, 1997, November 28, 2001, January 27, 2004, June 16, 2005 January 24, 2006 and January 30, 2007
by a resolution of the General Assembly of the members
Table of Contents
Article I Foundation of the American Chamber of Commerce in the Republic of Bulgaria p. 1
Article II Duration of the Chamber p. 1
Article III Name, Headquarters, Address, Sphere of Activities and Designation of Activities p. 1
Article IV Purposes and Means p. 1
Article V Financial Means p. 3
Article VI Liability p. 3
Article VII Membership p. 3
Article VIII Rights and Duties of Members p. 4
Article IX Termination of Membership p. 5
Article X Organs of the Chamber p. 5
Article XI Internal Arbitration Committee p. 13
Article XII Employees p. 13
Article XIII Auditors p. 13
Article XIV Fiscal Year p. 14
Article XV Representation p. 14
Article XVI Dissolution of the Chamber and Liquidation p. 14
Article XVII Amendments p. 15
Article XVIII Term of the Initial Board of Directors p. 15
ARTICLE I
STATUS OF THE AMERICAN CHAMBER OF COMMERCE
IN THE REPUBLIC OF BULGARIA
(Amended on November 28, 2001) The American Chamber of Commerce in the Republic of Bulgaria (the "Chamber") is a non-profit association duly established and validly existing under the Laws of the Republic of Bulgaria.
ARTICLE II
DURATION OF THE CHAMBER
The Chamber is founded for an indefinite period.
ARTICLE III
NAME, HEADQUARTERS, ADDRESS, SPHERE OF ACTIVITIES AND DESIGNATION OF ACTIVITIES
(Title amended on November 28, 2001)
A. NAME
The name of the organization is the "American Chamber of Commerce in Bulgaria".
B. HEADQUARTERS AND ADDRESS
(Amended on December 11, 1997 and on January 27, 2004) The Chamber has its headquarters in Sofia, Stolichna municipality, region Mladost. Its address is Business Park Sofia, Building 2, floor 6, Stolichna municipality, region Mladost, Mladost-4 Area, Sofia 1715.
C. SPHERE OF ACTIVITIES
The activities of the Chamber will be conducted in the entire territory of the Republic of Bulgaria (”Bulgaria”). The Chamber is independent and non-political.
D. (New, adopted on November 28, 2001) DESIGNATION OF ACTIVITIES
The Chamber shall perform its activities for private benefit.
ARTICLE IV
PURPOSES AND MEANS
A. THE PURPOSES OF THE CHAMBER ARE:
(1) To promote economic relations between Bulgaria and the United States of America ("USA") with regard to trade, industry, agriculture, finance, transportation, technology, professional activities and other related activities;
(2) To strive for constructive solutions to Bulgarian - American business relations;
(3) To protect and promote the common commercial interests of its Members;
(4) To promote and maintain an ethical standard, or code of ethics for the conduct of business;
(5) To voice the opinions of the Members of the Chamber on all types of economic, trade, commerce, finance, industry, and other related issues;
(6) To collect and disseminate information concerning trade, industry, agriculture, finance, transportation, technology, professional activities, taxation, related laws, and other related topics;
(7) To assist Members engaged in or considering trade with enterprises in Bulgaria to attain legitimate objectives; and
(8) To maintain good relationships with the US Chamber of Commerce and other Chambers of Commerce or commercial organizations of the USA located in the USA or elsewhere.
B. MEANS TO ATTAIN THE PURPOSES OF THE CHAMBER
(1) To fulfill its purposes, the Chamber shall maintain regular contact with its Members, as well as interaction with the business community, agencies and authorities in Bulgaria and in the USA.
(2) The principle means the Chamber shall employ to fulfill its purpose are:
(a) Collect and provide contact information regarding Bulgarian and American enterprises and individuals;
(b) Obtain and provide information regarding commercial relations between Bulgaria and the USA;
(c) Make available relevant commercial information on trade and economic issues in Bulgaria and in the USA;
(d) Develop events and programs of commercial interest;
(e) Interact with the appropriate Bulgarian and USA governmental bodies as well as appropriate international organizations related to trade and investment;
(f) Undertake all other lawful actions incidental or conducive to the attainment of these objectives.
(3) (New, adopted on November 28, 2001) The activities referred to in Article IV, Section B, Paragraph (2) may be performed also on a commercial basis.
ARTICLE V
PROPERTY OF THE CHAMBER
(1) The financial means required for the operation of the Chamber shall be obtained from:
(a) Membership fees;
(b) Proceeds from any Chamber publications;
(c) (Supplemented on November 28, 2001) Donations and wills; and
(d) Fees for activities to achieve the non-profit purposes of the Chamber.
(2) The cost of Membership and other fees are to be recommended by a Standing Committee and approved by the Board of Directors. Membership fees shall not be refunded under any circumstances.
ARTICLE VI
LIABILITY
Liability for the Chamber's obligations is limited to the Chamber's assets. Members or Officers of the Chamber shall not be liable for any of the Chamber's obligations.
ARTICLE VII
MEMBERSHIP
A. MEMBERSHIP IN GENERAL
(1) (Amended on December 11, 1997 and November 28, 2001) Membership includes both legal entities and legally respoinsible individuals. To be admitted to the Chamber and maintain Membership therein, all Members must be in good standing in the community, demonstrate an interest in fulfilling the purposes of the Chamber and be acceptable to the Chamber.
(2) Members of the Chamber are all Forming Members and those legally responsible persons who are accepted as Members by the Chamber.
B. ACQUISITION OF MEMBERSHIP
(Amended on December 11, 2001) Membership in the Chamber is acquired by submission of an appropriate application for admittance and acceptance thereof by a Standing Committee with approval by the Board of Directors. The application can be rejected or Membership denied without stating any reasons.
ARTICLE VIII
RIGHTS AND DUTIES OF THE MEMBERS
A. VOTING RIGHTS
(1) Members of the Chamber are entitled to vote and authorized to take part in the General Assembly of the Chamber. Each Member shall have equal voting privileges defined as one vote per Member.
(2) (Amended on November 28, 2001) Legal Entities - Members shall appoint two Representatives, consisting of one Delegate and one Alternate for voting purposes. Only one of the two voting Representatives may vote on any given issue.
(3) All changes of Representatives by a Member shall be submitted in writing to the Secretary of the Chamber and approved by the Board of Directors.
B. ELIGIBILITY FOR OFFICE
Members of the Chamber are entitled to run for Membership on the Board of Directors and for Officer positions.
C. BENEFITS OF MEMBERSHIP
Members will have the right to receive assistance and support related to the purposes of the Chamber.
D. DUTY TO UPHOLD THE INTERESTS OF THE CHAMBER
All Members shall protect the interests and reputation of the Chamber and abide by the Statutes.
E. DUTY TO PAY FEES
All Members shall pay the annual Membership fee and any other fees, permitted by law, for which they are responsible.
ARTICLE IX
TERMINATION OF MEMBERSHIP
(1) (Amended on November 28, 2001) Membership of a physical person terminates upon death or incapacitation. Membership of a juristic person terminates upon its dissolution. Membership of either physical or juristic persons may be terminated through voluntary resignation, expulsion or on other grounds provided for by law.
(2) Resignation becomes effective immediately upon receipt by the Chamber of appropriate notice from the resigning Member. Membership fees shall not be refunded to the resigning Member. The resigning Member shall remain responsible for any outstanding obligations to the Chamber.
(3) The Board of Directors may expel a Member if it is in arrears of payment of Membership or other fees for more than three months despite two reminders. The liability for unpaid fees is not affected by the expulsion. Expulsion of a Member for failure to pay required fees becomes effective upon posting of a written notice to all Members in the Chamber’s premises. Expulsion under these circumstances need not follow the procedures described in Section (4) below.
(4) The Chamber may expel a Member for neglecting Membership duties, dishonorable conduct or because the Member's continued Membership is considered detrimental to the Chamber, by a simple majority of votes of the Members present at a General Assembly, provided that the Board of Directors has recommended such expulsion.
ARTICLE X
ORGANS OF THE CHAMBER
A. ORGANS OF THE CHAMBER
The Chamber has the following organs:
(1) The General Assembly;
(2) The Board of Directors;
(3) Standing Committees;
(4) Special Committees;
(5) President;
(6) (Amended on January 24, 2006) First Vice President and Second Vice President;
(7) Treasurer;
(8) Secretary; and
(9) Committee Chairpersons.
B. GENERAL ASSEMBLY
(1) The General Assembly shall meet at least twice a year.
(2) (Amended on November 28, 2001) A General Assembly may be held at any time upon call by the Board of Directors. Such meeting must be called whenever requested in writing for a specific purpose by at least one third of the Members. The Board of Directors must act upon such a request within fourteen days.
(3) (Supplemented on November 28, 2001) Invitations to the General Assembly are issued by the President, or in case of the President's absence, by the Vice President and must be mailed by registered mail at least thirty days prior to the date of the General Assembly provided all other requirements of applicable law shall be complied with . Location, time and agenda of the General Assembly shall be indicated in the invitation. The General Assembly shall be chaired by the President, or in case of the President's absence, by the Vice President.
(4) (Amended on November 28, 2001) Any duly called General Assembly is competent to transact business. Only issues listed in the agenda may be decided.
(5) The responsibilities of the General Assembly include:
(a) Election of the Board of Directors;
(b) Approval of the report of the Board of Directors;
(c) Examination and approval of the Auditor’s annual financial report;
(d) Discharge of Members of the Board of Directors;
(e) Expulsion of Members;
(f) Decisions concerning changes to the Statutes;
(g) (Supplemented on November 28, 2001) Decisions concerning the reorganization or dissolution of the Chamber;
(h) Approval of the Board of Directors recommended choice for Auditor;
(i) (Amended on November 28, 2001) Adoption of Chamber’s budget; and
(j) (New, adopted on November 28, 2001) revokation of other Chamber’s organs resolutions when such resolutions contravene Bulgarian law, these Statutes or other internal acts of the Chamber regulating its activities.
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(6) (Amended on November 28, 2001) Unless otherwise provided in the Statutes, when a quorum, defined as more than 50% of the Members, is achieved, resolutions are accepted by a simple majority of votes at the meeting. The resolutions under Article X, Section (B), Paragraph (5), Subparagraphs (f) and (g) shall be taken with 2/3 (two-third) majority of the present members.
(7) (Amended on November 28, 2001) In the event a quorum is not achieved at the announced General Assembly, the meeting shall be adjourned for one hour on the same place. If after one hour, the members present include a majority of the Members of the Board of Directors and the same agenda is maintained, then the meeting is deemed lawful. Otherwise, the meeting shall be adjourned to a date not later than ten days from the date of the adjourned meeting. Such date shall be determined by the President, or in case of the President's absence, by the Vice President. All Members shall be notified immediately of the new General Assembly.
(8) (Amended on November 28, 2001) The new General Assembly shall be capable of accepting resolutions by a simple majority of votes of Members present, whether or not a quorum is achieved. A Member is entitled to represent no more than [•] other Members at the General Assembly by virtue of a written power of attorney. The attorney-in-fact is not entitled to re-authorize other persons with its powers.
C. BOARD OF DIRECTORS
(1) (Amended on November 28 2001 and January 24, 2006) All Members of the Board of Directors shall be Members as defined in Article VII Section A of these Statutes, or Representatives of Members. Representatives of Members who are nominated to the Board of Directors will serve as individuals and not as Representatives of their legal entities. A majority of the Board of Directors should be representatives of US-controlled companies and institutions.
(2) (Amended on December 11, 1997, November 28, 2001 and June 16, 2005) The Board of Directors consists of twelve Members elected by the General Assembly. Each Member of the Board of Directors shall be appointed for a term of twenty four (24) months. No Member will serve more than three consecutive terms on the Board of Directors. As an exception, a member of the Board of Directors could be elected for a fourth consecutive term of twenty four (24) months provided that such an election is taken with 2/3 (two-third) majority of the present Members on the meeting of the General Assembly. After the expiration of the term under the foregoing sentence, a Member of the Board of Directors could be elected for further consecutive terms of twenty four (24) months with 2/3 (two-third) majority of the present Members provided, however, that such an election is done separately for each such consecutive term.
(3) (Amended on December 11, 1997, November 28, 2001 and June 16, 2005) Members retired from the Board can be re-elected after the passage of one term, defined as twenty four (24) months, regardless of whether the last term was a regular one (Article X, Section C, Paragraph 2, Sentence 3) or a term by way of exception (Article X, Section C, Paragraph 2, Sentence 4 and 5). The Members of the Board of Directors may tender their written resignation at any time. The declaration of resignation is to be addressed to the Board of Directors, in care of the President.
(4) (Amended on December 11, 1997) When the position of a Member of the Board of Directors becomes vacant before his or her term expires, the newly elected member shall serve for a full term, defined as twenty four (24) months, counted from the date of his/her election.
(5) (Amended on November 28, 2001) The Board of Directors may establish its own business procedures. Meetings of the Board of Directors shall be called once per quarter or with such frequency as the Board of Directors deems appropriate. The meetings shall be called by the President of the Chamber, or in case of the President's absence, by the Vice President. Notice of meetings shall be given at least fourteen days prior to the meeting unless it concerns urgent matters. Meetings shall be called within seven days at the written request of at least one third of the Members of the Board of Directors. If, in the last case, the President of the Chamber fails to summon the meeting within seven days as of the receipt of the written request, each of the interested Board members is entitled to summon the meeting of the Board of Directors.
(6) Board members shall cease to hold office in any one of the following circumstances:
(a) Their term of office expires;
(b) (Amended on November 28, 2001) They or the legal entities represented by them cease to be Members of the Chamber;
(c) They are removed from office by a simple majority of votes of the Members present at a General Assembly.
(7) Responsibilities of the Board of Directors include:
(a) Determination of salaries and remuneration of all Chamber employees;
(b) Review and approval of the annual report at the end of each fiscal year;
(c) Selection of Auditors;
(d) Oversight and policy decisions with respect to the programs sponsored by the Chamber;
(e) Determination of the amount of membership and other fees;
(f) Setting forth the procedures and amounts for check and note signing authority;
(g) (Amended on November 28, 2001) Organisation and management of the activities of the Chamber;
(h) (New, adopted on November 28 2001) Disposal of the Chamber’s property in compliance with the requirements of these Statutes;
(i) (New, adopted on November 28 2001) Performance of a liquidation procedure with regard to the Chamber or designation of another person for liquidator; and
(j) (New, adopted on November 28 2001) Determination of all matters not reserved to other organs of the Chamber.
(8) (Amended on November 28, 2001 and January 30, 2007) The Board of Directors has achieved a quorum if at least one half of its Members are present. All questions, not otherwise provided for in these Statutes, shall be decided by a simple majority of votes of those present if a quorum is achieved. The resolutions regarding the issues specified in Article X, Section C, Paragraph (7), Subparagraphs (g), (h) and (i) shall be taken with the unanimous vote of all members of the Board of Directors. The resolution on admitting of a new member of the Chamber shall be taken by a 2/3 majority of all members of the Board of Directors.
(9) (New, adopted on November 28 2001) A member of the Board of Directors shall be considered present if there is a real time telephone or other similar connection between such a member and the other members of the Board of Directors provided that such a connection guarantees the identification of such a member and allows him/her to participate in the discussions and in the passing of the resolutions. The President or the Vice President of the Chamber shall certify the voting pursuant to the foregoing sentence in the minutes of proceedings.
(10) (New, adopted on November 28 2001) The Board of Directors may pass valid resolutions in absentio if the minutes containing the respective resolution were signed without any objections by all members of the Board of Directors
D. STANDING COMMITTEES
(1) Standing Committees will be established by the Board of Directors and be headed by a Chairperson.
(2) Committee Members shall be selected by the respective Committee Chairperson.
(3) Each Committee shall meet with such frequency as such Committee shall consider appropriate. Committee meetings shall be called by such Committee's Chairperson. A simple majority of Committee Members shall constitute a quorum. Questions shall be decided by majority vote of Committee Members present if a quorum is achieved.
(4) Vacancies shall be filled by the Committee Chairperson.
(5) The Committees shall examine and make reports upon the projects assigned to them and those which they may originate. Such reports shall be presented to the Board of Directors.
E. SPECIAL COMMITTEES
(1) Special Committees may be appointed by the President with the approval of the Board of Directors and will be headed by a Chairperson.
(2) Committee Members shall be selected by the respective Committee Chairperson.
(3) Each Committee shall meet with such frequency as such Committee shall consider appropriate. Committee meetings shall be called by such Committee's Chairperson. A simple majority of Committee Members shall constitute a quorum. Questions shall be decided by majority vote of Committee members present if a quorum is achieved.
(4) Vacancies shall be filled by the Committee Chairperson.
(5) The Committees shall examine and make reports upon the projects assigned to them and those which they may originate. Such reports shall be presented to the Board of Directors.
F. PRESIDENT
(1) The President shall be elected by the Board of Directors from among its members.
(2) The President shall exercise supervision over the affairs and interests of the Chamber and represent the Chamber in external relations. The President shall preside at all meetings of the Board of Directors and the General Assembly of the Chamber. The President shall, with the approval of the Board of Directors, appoint advisors, staff, and Chairpersons of all Standing and Special Committees.
G. FIRST VICE PRESIDENT AND SECOND VICE PRESIDENT
(Title amended on January 24, 2006)
(1) (Amended on January 24, 2006) The First Vice President and the Second Vice President shall be elected by the Board of Directors from among its members.
(2) (Amended on January 24, 2006) The First Vice President, in the absence of the President, shall have the same powers, authority and duties as the President. In the absence of both the President and the First Vice President, the Second Vice President shall have the same powers, authority and duties as the President.
H. TREASURER
(1) The Treasurer shall be elected by the Board of Directors from among its members.
(2) The Treasurer shall have charge of the monies received by the Chamber.
(3) The Treasurer shall attend to the keeping of correct accounts in lawful form. The Treasurer shall present semi-annual financial reports to the Board of Directors. The accounts shall be audited by the Auditors recommended by the Board of Directors and approved by the General Assembly. The Treasurer shall deliver to the successor Treasurer the monies of the Chamber and all books of account of the Chamber.
I. SECRETARY
(1) The Chamber’s Executive Director shall act as the Secretary.
(2) The Secretary shall keep a complete record of the proceedings of the General Assembly of the Chamber and of the Board of Directors. The Secretary shall be responsible for the correspondence of the Chamber and coordination of Chamber’s programs.
J. COMMITTEE CHAIRPERSONS
(1) Committee Chairpersons shall be appointed by the President and approved by the Board of Directors.
(2) Committee Chairpersons shall exercise supervision over the activities of the Committees which they chair. Committee Chairpersons shall call meetings and preside at all such meetings of the Committees which they chair. Committee Chairpersons shall present the Committee reports, as described in Article X, Section D(5) and Section E(5) of these Statutes, to the Board of Directors.
ARTICLE XI
INTERNAL ARBITRATION COMMITTEE
(1) All disputes arising from organizational, membership or other internal relations of the Chamber shall be decided by a three Member Internal Arbitration Committee. Each one of the disputing parties shall appoint a Member of the Chamber as Arbiter. The two Arbiters so appointed shall elect a third Member of the Chamber as a Chairing Arbiter. If the two appointed Arbiters cannot agree on the Chairing Arbiter within fourteen days, the latter is appointed by the President.
(2) The Internal Arbitration Committee shall decide with a simple majority of votes. The decision of the Internal Arbitration Committee shall be final and binding and shall not be subject to appeal. The Internal Arbitration Committee shall proceed in accordance with the provisions of the Commercial Arbitration Rules of the American Arbitration Association.
(3) The Arbiters shall be reimbursed for their expenses only.
ARTICLE XII
EMPLOYEES
The Chamber shall employ an Executive Director and other staff as the need arises. Positions shall be created and related salaries shall be determined by the Board of Directors. Employee positions shall be filled according to need and corresponding qualifications, based on appointment by the President and approval by the Board of Directors. The Chamber is an equal opportunity employer and does not discriminate in its hiring practices against any employee or application for employment because of race, color, religion, sex, national origin, age or handicap.
ARTICLE XIII
AUDITORS
The Auditors shall be selected by the Board of Directors and approved by the General Assembly for a term of one year. The Auditors shall examine the accounts of the Chamber, audit the Chamber's financial statements and shall report in writing to the Board of Directors and the General Assembly.
ARTICLE XIV
FISCAL YEAR
The Chamber's fiscal year shall begin on the first day of January and shall end on the thirty-first day of December.
ARTICLE XV
REPRESENTATION
(1) The Chamber shall be represented in its relations with third parties severally by the President, the Vice President or the Treasurer.
(2) Effective only in the internal relations, the Vice President shall represent the Chamber only in the President’s absence and the Treasurer shall represent the Chamber only in the President’s and Vice President’s absence.
ARTICLE XVI
DISSOLUTION OF THE CHAMBER AND LIQUIDATION
(Title amended on November 28, 2001)
(1) The voluntary dissolution of the Chamber can be decided by the General Assembly by a two thirds vote of the Members present.
(2) Following General Assembly decision for dissolution, relevant authorities in Bulgaria and the US Chamber of Commerce shall be notified within seven days.
(3) (New, adopted on November 28, 2001) In case of dissolution of the Chamber, it should undergo a liquidation procedure.
(4) (New, adopted on November 28, 2001) The liquidation shall be carried out by the Board of Directors of the Chamber or by a person, designated by the Board of Directors.
(5) (New, adopted on November 28, 2001) The General Assembly shall resolve on the distribution of the property that is left after the satisfaction of the creditors in accordance with these Statutes and the laws of Bulgaria.
ARTICLE XVII
AMENDMENTS
Any proposed amendments to these Statutes shall be made by a resolution, proposed by the Board of Directors or at least 10 per cent of the Members, and passed at a General Assembly by a two thirds vote of the Members present. Notice of any proposed amendments shall be sent to each Member along with an invitation to the General Assembly. If such notice is not sent, the amendment shall be voted at a future General Assembly after proper notice has been provided.
ARTICLE XVIII
TERM OF INITIAL BOARD OF DIRECTORS
(Amended on December 11, 1997 and June 16, 2005) The initial Board of Directors as selected by the Forming Members and consistent with procedures for the selection of Board of Directors as outlined Article X, Section C, will have an initial term of service as follows: 1/2 of the Board, or 6 members will serve a term of twelve (12) months; another 1/2 will serve the regular term of eighteen (18) months. All subsequent terms of office shall be for twenty four (24) months as outlined in Article X, Section C.
TRANSITIONAL ARTICLE
(Deleted on December 11, 1997)
____________________________
Borislav Boyanov
President of American Chamber of Commerce in Bulgaria