Articles of incorporation of a non-profit association
"IT Cluster Veliko Tarnovo"
I. Statute, name, seat, address and term
§ 1 Statute
(1) The Association is a legal entity, separate from its members, established in accordance with the provisions of the Non-Profit Legal Entities Act, the Articles of Association and the decision of the Constituent Assembly.
(2) The Association shall carry out its activities by protecting the interests of its members.
§ 2 Name of the Association
(1) The name of the Association shall be.
(2) In English the name shall be spelled: IT Cluster Veliko Tarnovo.
(3) The name of the Association, together with an indication of its registered office, address, and details of its registration, including UIC, shall appear in the documents of correspondence of the Association.
(4) The Association shall be non-political and non-religious in nature and shall not be affiliated with any such organisations.
§ 3 Registered office and address
The registered office and address of the Association shall be. Turnovo, ul. 1.
§ 4 Term, Economic year
(1) The Association shall come into existence upon its entry in the Register of Non-Profit Legal Entities at the Registry Agency. The association is not limited by term.
II. Definition of the activity, objectives and means of achieving them, object of the ancillary economic activity, compliance with competition rules
§ 5 Definition of the activity
The association shall be defined as a private benefit organisation.
§ 6 Objectives of the Association
The IT CLUSTER VELIKO TURNOVO Association is established for the following purposes:
(i) To help establish the Tri-Cities (Veliko Tarnovo, Gorna Oryahovitsa and Lyaskovets) as a place for the start-up and development of IT business;
(ii) To promote the opportunities that the region provides for people who want to develop in the field of IT: students, young professionals, professionals and entrepreneurs;
(iii) To help local businesses, municipal administration and academia to make the most of digital technologies;
(iv) To help its members to:
a. Find markets at home and abroad
b. Finding and attracting employees
c. Participation in government IT procurement
d. Participation in European programmes
(v) To facilitate the exchange of innovative ideas and good business practices between cluster members;
(vi) To facilitate the sharing of infrastructure and equipment between cluster members;
(vii) To promote communication and mutual assistance between individuals, educational institutions, local and state government and businesses related to the IT industry in the region;
(2) The economic year of the Association shall coincide with the calendar year. The first business year shall be incomplete. It begins with the registration of the Association in the Register of Non-Profit Legal Entities at the Registry Agency and ends on 31.12. of the same year.
§ 7 Means of achieving the objectives of the Association
To achieve its objectives, the Association shall carry out the following activities:
(i) Collection and dissemination of up-to-date information about the IT industry in the region, with a focus on the activities of the companies participating in the cluster;
(ii) Conducting trainings and courses on IT industry related topics: programming, hardware, digital entrepreneurship, online business, etc.;
(iii) Organizing and conducting conferences, seminars, round tables and other events related to IT;
(iv) Presenting the activities of the cluster and its members at events and forums outside the region and the country;
(v) Initiate and participate in joint projects with other regional, national and international organizations with similar objectives;
(vi) Participate in working groups and meetings on issues related to legislation in Bulgaria concerning IT business;
(vii) Establish and maintain a platform facilitating knowledge transfer and communication between participants and vertically or horizontally connected partners;
(viii) In order to achieve its objectives, the Cluster may carry out other activities permitted by law, including business activities such as: training, consultancy, research and studies, expert assessments, events, etc;
§ 8 Subject matter of ancillary business activities
(1) In order to achieve its objectives, to preserve and increase its assets and within the limits permitted by law, the Association may carry out additional business activities related to its core business as well as research and development activities.
(2) The income collected by the Association pursuant to paragraph (1) may be used only for the purposes set out in § 6 of these Statutes.
§ 9 Compliance with competition rules
(1) The Association shall conduct its activities in strict compliance with the rules of competition and shall take all measures to prevent the exchange of commercially sensitive information or the coordination of the market behaviour of its members in contravention of these rules.
(2) The Association shall adopt internal procedures to ensure compliance with the competition rules in the conduct of meetings and the exchange of information between members of the Association.
III. Assets and contributions
§ 10 Property of the Association
(1) The assets of the Association shall be formed by:
(i) Members' contributions;
(ii) Monetary and in-kind donations and bequests;
(iii) Sponsorship;
(iv) Participation in European programmes;
(iv) Income from its own additional business activities carried out to ensure the self-financing of the Association and the achievement of its objectives.
(2) The Association may refuse to accept donations, bequests or sponsorships if made on unacceptable terms or conditions contrary to the objectives and provisions contained in these Statutes and the regulations of the Republic of Bulgaria.
(3) If the annual income of the Association exceeds its expenses, the difference shall be used to expand the activities of the Association to achieve the purposes stated in the Constitution. The difference may not be distributed as profit among the members in the form of dividends or other similar income.
(4) The accounting of the income and expenses of the Association shall be kept in accordance with Bulgarian law.
(5) The Association shall acquire the ownership of the assets upon implementation of the project to be financed under the Programme, as well as the ownership rights, including intellectual and industrial property rights, to the results of the implementation of the project, the reports and other documents related thereto.
§ 11 Contributions
(1) Each member of the Association shall make compulsory and voluntary contributions.
(2) The compulsory contributions shall be:
(i) Dues;
(ii) Extraordinary earmarked contributions.
(3) Each member of the Association shall pay and pay such membership fees as may be determined by the General Meeting.
(4) Universities and other educational institutions shall be exempt from payment of membership fees.
(5) The amount of the membership fee shall be a fixed annual contribution and shall be determined by resolution of the General Assembly of the Association.
(6) The membership fee shall be paid by bank transfer.
(7) Members shall be obliged to make extraordinary earmarked contributions of money or other property for the achievement of purposes set out in the Statutes or in a resolution of the General Meeting of the Association. In its resolution, the General Assembly shall determine the purpose, type, amount and manner of collection of the said earmarked contributions.
(8) Members of the Association may make voluntary contributions at their request and with the consent of the Board of Directors, taken by a majority of all members, to finance certain projects.
IV. Bodies and management structure of the Association
§ 12 General Assembly
(1) The General Assembly shall consist of all members of the Association.
(2) The members of the Association shall be represented in the General Assembly by their legal representatives. A member of the Association may also be represented by a person authorised to exercise the rights of the member in the General Assembly.
(3) Jurisdiction of the General Assembly:
The General Assembly shall have the following powers:
(i) Amend and supplement the Constitution of the Association;
(ii) Approve other internal acts of the Association;
(iii) Decide on the conversion and dissolution of the Association;
(iv) Elect and dismiss members of the Board of Directors;
(v) Discharge the Board of Directors;
(vi) Appoint and dismiss the auditors;
(vii) Approve the annual financial statements and auditor's report;
(viii) Appoint liquidators on dissolution of the Association, except in the event of insolvency;
(ix) Decide on participation in other organisations or alliances;
(x) Approve the main objectives and programmes of the Association;
(xi) Approve the budget of the Association;
(xii) Decide on the dues, extraordinary earmarked dues, and other property contributions;
(xiii) Approve the report on the activities of the Board;
(xiv) Repeal decisions of the Board of Directors that contradict the law, the Statute or other internal acts regulating the activities of the Association;
(xv) Decide on the opening and closing of branches;
(xvi) Decide on matters within its competence as determined by law or the Articles of Association.
(5) Conduct a General Meeting
(i) The General Meeting shall be held at least once a year (Ordinary General Meeting). The first General Meeting shall be held not later than six (6) months after the incorporation of the Association. In principle, the Ordinary General Meeting should be held annually in the first half of the year for the current year, and the budget for the current year shall be voted at the meeting. In the event that a new budget for the year is not adopted by 30.06, the Board shall continue its activities on the basis of last year's budget. New projects, investments or increases in expenditures are not eligible until the new budget is voted on.
(ii) General Meetings may be called at any time by the Board (Extraordinary General Meeting).
(6) Convocation of the General Meeting
(i) The General Meeting shall be convened by the Board on its own initiative or at the request of one-third of the members of the Association.
(ii) If within one month of the request for a General Meeting, the Board of Management does not issue a written summons to convene a General Meeting, the General Meeting shall be convened by the Court of the registered office of the Association on the written request of the members concerned or a person authorised by them.
(iii) Convocation shall be by written notice. The invitation may be delivered by one of the following methods: by hand against signature, by registered letter with acknowledgement of receipt to each of the members of the General Meeting, by e-mail or shall be announced at the RJSC of the Registry Agency at least 15 days before the scheduled date of the General Meeting. This period shall not include the day of the invitation and the date of the meeting.
(iv) The invitation shall contain the agenda with the questions, proposals for resolutions, date, time and place of the General Meeting and on whose initiative it is convened.
(7) Right to information
The applications and documents relating to the agenda of the General Meeting must be made available to the members of the Association by the date of the invitation to convene the General Meeting at the latest. Proposals for matters to be decided by the General Meeting shall be made to the Board of Directors.
(8) List of attendees
(i) At the meeting of the General Assembly, a list of the members or their representatives present at the meeting shall be prepared. Members and representatives shall certify their attendance by signature and identify themselves. The lists shall be certified by the Secretary of the General Meeting.
(ii) For members who are entered in the list after the "quorum has been established", the time and the next resolution to be voted on shall be entered.
(9) Quorum
The General Meeting may pass resolutions if more than half of the members or their duly authorised representatives are present. In the absence of a quorum, the meeting shall adjourn one hour later at the same place and with the same agenda, after which it shall be entitled to take decisions with less than half of the members/representatives present.
(10) Right to vote
(i) Each member of the Association shall be entitled to one vote.
(ii) A member or his/her representative shall not be entitled to participate in the decision making on matters relating to him/her or the person he/she represents.
(11) Majority
(i) Resolutions at a General Meeting shall be passed by a simple majority of the members present unless the Articles or the law require otherwise.
(ii) Resolutions to amend and supplement the Articles of Association and to reconstitute and dissolve the Association shall be passed by a 2/3 majority vote of the members present or represented.
(12) Decisions
(i) If all members are present or represented at the meeting and no one objects to the business brought up being discussed, the General Meeting may also decide on business not included in the invitation.
(ii) Resolutions of the General Meeting shall take effect immediately, unless their effect is suspended or unless they are required by law to take effect after entry in the register of non-profit making bodies.
(13) Minutes
(i) Minutes shall be kept of the proceedings of the General Meeting. The lists of those present shall be attached to the minutes together with the documents convening the General Meeting;
(ii) The minutes shall be signed by the Chairman and the Secretary of the General Meeting and by the tellers.
§ 13 Management Board
The Management Board is the governing body of the Association.
(1) Election and mandate of the Management Board:
(i) The members of the Management Board are elected by the General Assembly annually.
(ii) The Board of Directors shall consist of 7 members.
(iii) Members of the Board of Directors may be natural and/or legal persons, whether or not they are members of the Association. The latter perform their functions in the Management Board through their legal representatives.
(iv) The members of the Board of Directors may be re-elected without limitation.
(2) Rights and obligations of the Management Board
(i) The Board of Directors shall manage the Association with the care of a good merchant;
(ii) The members of the Management Board are obliged to perform their duties in the interest of the Association and to keep the secrets of the Association even after they cease to be members of the Management Board. The members of the Management Board may be appointed to the Staff Association;
(iii) Each member of the Board of Directors may request the Chairman to convene a meeting of the Board of Directors to discuss individual issues;
(iv) The Management Board has an obligation to protect the property of the Association and to monitor the proper spending of the budget;
(v) The Management Board is responsible for the implementation of the decisions of the General Assembly;
(vi) The Board of Directors shall be responsible for compliance with the provisions for keeping proper accounts;
(vii) The Management Board itself develops and adopts rules for its work and distributes the functions among its members;
(3) Powers of the Board of Directors
(i) Ensures the implementation of the decisions of the General Assembly;
(ii) Dispose of the property, incl. for the acquisition, alienation and encumbrance of real estate or movable property, as well as for the renting of premises or movable property of the Association in compliance with the requirements of the Statute.
(iii) Elects a Chairman to represent the Association;
(iv) Elects the Deputy Chairman and distributes the competence and duties of the Management Board among its members. Regardless of the internal division of duties, all members of the Management Board have the same rights and duties;
(v) Makes decisions to accept or exclude members based on the provisions of the Statute;
(vi) Prepares and submits an annual activity report to the General Assembly;
(vii) Prepares and submits to the General Assembly an annual draft budget/budget;
(viii) Determines the order and organizes the performance of the activities of the Association and is responsible for this;
(ix) Takes decisions on the organizational-management structure of the Association, on the appointment/dismissal of an operational "cluster manager" and other employees, on internal processes and rules and on the implementation of operational activities, especially in terms of practical activities to achieve the goals of the Association;
(x) Takes decisions on matters which by law or according to the Articles of Association are not the exclusive competence of the General Assembly.
(xi) Determines the place and manner of holding (personal meeting, video conference, etc.) the meeting of the Management Board;
(xii) In the event that the Association applies for a financing program and the same requires co-financing from the Association, the Management Board decides on the method and burden of securing co-financing in connection with the implementation of the project, including arranging the procedure for making property contributions in The association in order to ensure the co-financing of the project.
(4) Quorum and Majority
(i) Decisions of the Management Board may be made in person during a meeting of the Management Board, as well as by participating in a video conference or by telephone;
(ii) At least 2 weeks before the meeting, the chairman or vice-chairman sends an invitation to the members stating the agenda of the meeting. The invitation is delivered by hand, by registered letter with return receipt or by e-mail to each member of the Management Board. This term does not include the day of the invitation and the date of the meeting. Holding emergency meetings (even by telephone) is permissible only if all members of the Management Board agree to this method of holding;
(iii) The Management Board makes decisions if more than half of its members or their representatives participate in it, as well as the chairman/his deputy;
(iv) Decisions shall be made by a simple majority, unless otherwise provided by these Articles of Association. In cases of an equal number of votes, the decision is taken by the chairman/his deputy;
(v) A member of the Board of Directors may be represented by another member of the Board of Directors or by an authorized representative. A member of the Management Board has the right to represent only one other member of the Management Board;
(vi) Minutes shall be kept for each meeting of the Board of Directors. The minutes record: the participants, the decisions, the formalities regarding the convening and holding of the meeting, the agenda, the results of the voting on the items on the agenda;
(vii) A simple majority of the members of the Board of Directors present shall be required to make the following decisions:
- appointment of a person to carry out the liquidation of the Association;
- disposal of the Association's property;
- determining the order and organizing the performance of the Association's activities;
- undertaking activities that were not included in the agenda of the meeting, but at the discretion of the Management Board are in the interest of the Association;
- acceptance/release of members of the Association;
- significant organizational changes, incl. changes in the distribution of duties between the members of the Management Board;
- entry or termination of long-term collaborations, establishment of branches after prior approval by the General Assembly.
V. Membership
§ 14 Type of membership
(1) Members of the Association may be legal entities registered under the Commercial Law or the Law on Cooperatives and/or sole traders; non-profit legal entities registered under the Non-profit Legal Entities Act; Bulgarian higher schools; vocational schools and vocational high schools according to Article 26 of the Law on Public Education; Bulgarian Academy of Sciences and its institutes and academic specialized units; Agricultural Academy and its institutes; experimental laboratories and research institutes within the meaning of Article 60 of the Law on Administration; Scientific organizations within the meaning of paragraph 1, item 1. from the Additional Provisions of the Law on the Promotion of Scientific Research; municipalities and/or regional administrations that are interested in the development of the IT sphere in the region.
§ 15 Acquisition, exclusion and termination of membership
(1) The legal entities specified in § 14 may become members of the Association upon fulfillment of the following conditions:
(i) Submission of a free-form application for admission stating the reason for applying for membership;
(ii) Signing a declaration of consent to comply with the Statute of the Association and accepting the resulting obligations;
(iii) Payment of the relevant membership fee;
(2) New members are accepted by decision of the Management Board;
(3) The Management Board may decide to exclude members if they act against the interests of the Association, in conflict with the Statute, in conflict with the interests of a member of the Association, or through their actions damage the authority and good name of the Association and its members. This is established by the Board of Directors, which at its discretion may appoint a lawyer to clarify the case. A member of the Association may be expelled if he is in arrears with the payment of the due membership fee for more than 2 months and despite the written invitation addressed to him to pay the due membership fee, he does not repay it within 30 days.
(4) A member of the Association has the right to terminate his membership with written notice addressed to the Management Board at least 6 months before the end of the calendar year. Membership is considered terminated at the end of the calendar year.
(5) Membership is automatically terminated in the following cases:
(i) For legal entities - upon declaration of bankruptcy, deletion of the company from the Commercial Register, termination or exclusion.
§ 16 Rights and obligations of members
(1) Each member of the Association has the right:
(i) To participate in all activities of the Association;
(ii) To participate in the work of the General Assembly and to vote when making decisions;
(iii) To participate in management by electing and being elected to governing bodies;
(iv) To exercise control over the work of the Association and the governing bodies;
(v) To be informed about the activities of the Association
(3) Each member of the Association is obliged to:
(i) To assist in achieving the objectives of the Association;
(ii) To pay his annual membership fee no later than 30 days before the beginning of the calendar year. In the year of admission, the membership fee is calculated on a monthly basis and is due for the relevant calendar year immediately after admission. For the founders, the membership fee for the year of establishment is determined proportionally, with 50% paid after the Constituent Assembly and 50% - immediately after the registration of the Association;
(iii) To adhere to the European standards of conduct /Compliance/, as well as the rules related to corporate governance /Corporate Governance/;
(iv) Not to use its membership in any way to achieve goals contrary to the Statute and regulations;
(v) To safeguard the good name and authority of the Association and to assist in raising the authority and role of the Association.
(vi) To comply with the Articles of Association of the Association and to assist in the achievement of its objectives.
VI. LIQUIDATION
(1) The association is terminated:
(i) By decision of the General Assembly;
(ii) By a decision of the district court at the seat of the Association in the cases determined by the Bulgarian Law on Non-Profit Legal Entities.
(2) Upon termination of the Association, liquidation is carried out, except in cases of transformation of the Association into another legal form and its continuation. The liquidation is carried out by a liquidator appointed by the General Assembly. He carries out the actions provided by the Commercial Law for the liquidation of the Association, the liquidation of its property and the satisfaction of the Association's creditors. The remaining property after satisfying the creditors is distributed in a manner determined by the General Assembly.
VII. GENERAL PROVISIONS
(1) The association is responsible for its obligations with its property.
(2) The members of the Association are not responsible for its obligations.
(3) Members are responsible for paying the due membership fees, as well as for the contributions (fees, material costs) for services for the Association, for which a commitment has been made through agreed participation in projects;
(4) Changes to this Statute may be made in accordance with the procedure provided for therein and in the Law on Non-Profit Legal Entities.
(5) Regarding the interpretation or application of the provisions of this Statute, the provisions of the general Bulgarian civil legislation and the provisions of the Law on non-profit legal entities shall apply.
(6) In the event that individual or several conditions of this Statute become or are invalid, this does not affect the validity of the remaining conditions. The members of the Association are obliged in such cases to assist in the development of conditions as close as possible to the actual general will of the members in the Association upon acceptance of the invalid condition. The same applies to omissions.
(7) The expenses under this Statute and its implementation shall be borne by the founders. The general assembly determines the amount of compensation for the founders for the founding costs incurred by them. The payment of these establishment expenses can only be required if the existence of the Association is not endangered by doing so. The decision on this is made by the Management Board.
(8) The present Articles of Association were unanimously adopted by the founders and legally bindingly signed within the Constituent Assembly of the Association on 02.08.2019.
+0
+0
+0