Statutes

Statutes

STATUTES OF THE BULGARIAN AIRLINES ASSOCIATION

(Amended by the General Assembly (GA) of the members on 20.02.2003, amended and supplemented by the GA on 29.04.2004)

  1. GENERAL PROVISIONS

Status

Article 1. (1) The Association is an independent legal person – a non-profit organization operating in public benefit in compliance with the legislation of the Republic of Bulgaria and in adherence to the principles of free will, equality, electivity and self-management within the law.

(2) The members of the Association are not responsible for its obligations.

(3) The Association is not responsible for the obligations of its members.

Name

Article 2. (1) The name of the organization is: BULGARIAN AIRLINES ASSOCIATION, abbreviated to АВА.

(2) The name of the organization, along with an indication of its seat, registered office and the District Court for registration of the organization, the number of court registration and BULSTAT are to be specified on all documents constituting correspondence of the organization.

Seat and registered office

Article 3. The seat and registered office of the Association are as follows: the city of Sofia, Sofia Municipality – “Slatina” District, Sofia Airport, building of the Institute of Air Transport; postal address – 1000 Sofia, P.O. Box 1034.

Term

Article 4. The Association is not limited in time (or subject to other resolutive clause).

Subject of activity

Article 5. (1) The Association operates in public benefit.

(2) The subject of activity of the Association is: to improve the safety of flights, the effectiveness, image and market positions; to protect the interests of the Bulgarian air companies and their clients; to develop and improve the interaction between air carriers, the information services rendered to them, as well as their relations with state institutions and bodies; to establish links with other branch organizations, foreign and international aviation organizations.

Main goal of the Association

Article 6. The main goal of the Association is to contribute to the improvement of flights safety and the effectiveness of aviation activities; to the promotion and broadening of positions and to the protection of the interests of the Bulgarian air companies, as well as of the public and state interests relating to their activity.

Means to achieve the goals of the Association

Article 7. To achieve its goals the Association:

  1. Identifies itself before state bodies, the public, organizations, economic operators and the media as a representative of Bulgarian air companies;
  2. Establishes, on behalf of its members, appropriate relations and interactions with state institutions, bodies and their representatives in fields relating to the activities of its members;
  3. Contributes to abiding by the rules of loyal competition;
  4. Facilitates the improvement of links with manufacturers, lease contractors, suppliers, insurance companies, etc. and the achievement of better positions for its members in the relations with the aforesaid parties;
  5. Contributes to the better understanding on behalf of maintenance firms of the needs, problems and demands of air companies, as well as to setting higher standards and improving the conditions for maintenance;
  6. Organizes and holds conferences and discussion workshops on topics of interest to its members;
  7. Maintains relations and interacts with other branch organizations, foreign and international organizations and aviation associations in order to help its members in their activities;
  8. Prepares and publishes in the media information materials, analyses, expert opinions, materials on the activities of the Association and on those of its members and holds press conferences on issues relating to the activities of the Association and of its members, if so co-ordinated with them.

Article 8 (Amended by the GA on 29.04.2004) The Association performs economic activity relating to its goals and subject of operation.

II. MEMBERSHIP

Article 9. (1) Membership in the Association is voluntary.

(2) A member of the Association can be any air company holding Bulgarian registration and a certificate for passenger and/or cargo carriage issued by the Civil Aviation Administration (CAA) on the name of an air operator having one or more own or on-lease aircrafts with two or more engines, registered in Bulgaria, to perform actual activities of an air carrier.

(3) The Institute of Air Transport Ltd. – Sofa can also be a member of the Association in its capacity as a specialized aviation institute, providing maintenance and services to air companies through its consulting, development and training activities.

(4) Being legal entities, the members of the Association shall accept, through their bodies and under due form and procedure, the goals of the Association, the means for their achievement and the Statutes of the Association. They shall also pay membership fee on a regular basis.

(5) The Association keeps a Book of Members which is an inseparable part of its documentation.

Article 10. The members of the Association have the following rights:

  1. To participate in the operation of the Association and, by a representative, in the activities of the General Assembly;
  2. To make motions by their representatives for electing the Governing Bodies of the Association, as well as their representatives to be elected in them;
  3. To be informed of the activities of the Association;
  4. To benefit from the outcomes of the Association performing its activities;
  5. To use the logo and the reserved print of the Association in order to identify themselves as members of the Association.

Article 11. (1) The members of the Association shall:

  1. Abide by the present Statutes and the decisions of the Governing Bodies of the Association;
  2. Contribute to achieving the goals of the Association and asserting its public reputation;
  3. Pay membership fee on a regular basis.

(2) Members of the Association are obliged to maintain confidentiality on issues which the Association has not disclosed publicly, as well as upon termination of their membership.

Article 12. The affiliation fee, the membership fee, the terms and way of their payment are to be determined by the General Assembly on a motion by the Management Board.

Article 13. Membership rights and obligations are inalienable and can not be devolved upon other persons upon termination of the legal entities – members of the Association.

Article 14. (Amended by the GA on 20.02.2003) New members are admitted into the Association by the Management Board. The candidates submit a written application to the Management Board. The latter considers and takes a decision on the application within a month. New members are admitted with open vote and a qualified majority of 2/3 of the members of the Management Board. Membership is granted as from the date of the decision of the Management Board, unless the decision itself sets an express condition for a later date.

Article 15. (1) Membership is terminated upon:

  1. Unilateral statement by the legal entity – member of the Association to Management Board of the Association;
  2. Termination of the legal entity – member of the Association;
  3. Termination of the Association;
  4. Decision for expulsion taken by the General Assembly on a motion by the Management Board in one of the following cases:

а) incompatibility with any of the terms under Article 9, paragraph 2;

б) violation by the member of the obligations envisaged in Article 11; or

в) performance of other activities that render further membership in the Association incompatible its goals.

(2) Upon termination of membership the Association does not refund the membership fees already paid.

III. PROPERTY

Property

Article 16. (1) Property of the Association includes: title and other real rights over basic and working assets, claims, intellectual property rights and other rights under the current normative acts.

(2) The Association is entitled to non-profit expenditure of assets and to performance of activities to achieve the goals set under the present Statutes and the Non-profit Legal Entities Act.

Financial resources

Article 17. The financial resources of the Association originate from:

  1. Membership fees paid by the members of the Association;
  2. Donations and sponsorships by natural and legal persons in the country and abroad;
  3. Financing under the procedure stipulated in Article 4 of the Non-profit Legal Entities Act;
  4. (New, adopted by the GA on 29.04.2004) Economic activity envisaged in the present Statutes.

Economic activity

Article 17а. (New, adopted by the GA on 29.04.2004) (1) (1) The Association performs, independently or through companies established by it, additional economic activity related to the subject of the main activity.

(2) Additional economic activity shall have as its subject: publishing, consulting, organizing seminars, conferences and other activities on issues relating to the improvement of the safety of flights, the effectiveness, image and market positions, protection of the interests of the Bulgarian air companies and their clients, development and improvement of the interaction between air carriers, improvement of the information services rendered to them, as well as their relations with state institutions and bodies, establishment of links with other branch organizations, foreign and international aviation organizations.

(3) The Association shall not perform economic activity not related to the subject of the main activity provided for in the current Statutes and shall make use of the income acquired by it only for achieving the goals of the Association.

(4) Additional economic activity shall be performed under the terms and procedure stipulated in the legislation regulating it.

(5) The Association does not distribute profit.

IV. MANAGEMENT

Article 18. The bodies of the Association are: General Assembly of the members and Management Board.

Article 19. The General Assembly is a supreme body. It includes all of the members of the Association.

Article 20. (1) Members of the Association are represented in the General Assembly by their legal proxy. They can also be represented, by way of exception, by natural persons explicitly authorized by them and holding high-ranking positions in the company.
(2) A natural person can represent two members of the Association at the most.
(3) The persons authorized under paragraph 1 have no right to devolve their rights upon third parties.

Competence of the General Assembly

Article 21. (1) The General Assembly:

  1. Amends and supplements the Statutes of the Association;
  2. Adopts other internal acts;
  3. Decides on the transformation or termination of the Association;
  4. (Amended by the GA on 20.02.2003) Expels members of the Association;
  5. Elects and relieves of their duties the Chairman and the Deputy Chairman of the Association, as well as the members of the Management Board and approves their number and remuneration;
  6. Decides on the amount of the affiliation fee, the membership fee, the terms and way of their payment;
  7. Sets the guidelines and adopts programmes for the activities of the Association;
  8. Adopts the budget of the Association;
  9. Adopts the annual activity report and financial statement of the Management Board;
  10. Decides on the non-profit expenditure of assets in compliance with Article 41 of the Non-Profit Legal Entities Act;
  11. Overrules the decisions of the Management Board and of other bodies of the Association which contradict the law, the Statutes of the Association or other internal acts regulating the activities of the Association;
  12. (New, adopted by the GA on 29.04.2004) Decides upon the establishment of companies or the participation in companies with the purpose of performing economic activity in compliance with the present Statutes.

(2) The decisions of the General Assembly are mandatory for all other bodies of the Association and are subject to judicial control on grounds of their conformity with the law and compliance with the present Statutes.

(З) All decisions of the bodies of the Association that have been taken in contradiction with the law or the present Statutes can be appealed before the General Assembly upon request by at least 1/5 of its interested members made within a month following their notification but no later than a year as from the date the decision has been taken.

(4) The disputes referred to in paragraph (2) can be invoked before the court of registration of the Association by at least 1/5 of its members, by one of its sections or by a prosecutor within a month following the notification of the decision but no later than a year as from the date the decision has been taken.

Convening the General Assembly

Article 22. (1) The General Assembly is convened by the Management Board. It can also be convened upon request by one-third of the members of the Association.

(2) If, within a month as from the request to convene the General Assembly, the Management Board fails to send written invitations to that purpose, the Assembly is convened by the court of registration of the Association upon written request by its interested members or their legal proxy.

(З) The invitation for convening the General Assembly is published in the State Gazette and put at the special notification place in the building of the registered office of the Association. The invitation is also sent by post via letter with acknowledgement of receipt.

(4) The invitation includes the agenda, the date, the time and place for convening the General Assembly, as well as on whose initiative it is convened.

(5) The period from publishing the invitation to holding the General Assembly should not be less than a month prior to the chosen date.

Holding the General Assembly

Article 23. (1) The General Assembly hold regular meetings at least twice a year.

(2) The meetings of the General Assembly are presided by the Chairman.

Article 24. (1) A list of all attending members or of their representatives present is drawn at the meeting of the General Assembly. The list is attested by the Chairman and the secretary of the General Assembly.

(2) The list under the preceding paragraph includes those members who have notified their presence by the time the first voting is cast and after the necessary quorum has been made.

Article 25. The General Assembly can hold its meeting if attended by more than half of all members of the Association. If there is no quorum, the Management Board adjourns the meeting by an hour at the same place and with the same agenda. The meeting of the General Assembly held under such procedure shall be legitimate regardless of the number of members present.

Article 26. Every member is entitled to one vote.

Article 27. A member of the General Assembly does not have the right to vote when decisions are taken on issues relating to:

  1. the member of the Association being represented;
  2. the legal entities managed by the said member or where that member can manipulate or hinder the decision-making.

Decision-making

Article 28. (1) The General Assembly takes its decisions by a simple majority /50%+1 vote/ of all present.

(2) The decisions under Article 21, items 1, 3, and 12 require a majority of 2/3 of all present.

(3) The decisions under Article 11 require a majority of 2/3 of all present.

Article 29. The General Assembly shall not take decisions on questions not listed in the agenda included in the invitation.

Minutes

Article 30. (1) Minutes of the meeting of the General Assembly are kept in a special book.

(2) The minutes of the General Assembly are signed by the chairman of the meeting and the person taking the minutes, both of whom certify and bear responsibility for the authenticity of their content.

Management Board

Article 31. (1) The Association is managed and represented by a Management Board in compliance with the present Statues and the decisions of the General Assembly.

(2) (Amended by the GA on 29.04.2004) The Management Board consists of those being the legal proxy of the members of the Association or their authorized representatives including the Chairman and the Deputy Chairman.

(3) The Management Board elects the Secretary General of the Association.

Rights and obligations of the Management Board

Article 32. (1) Members of the Management Board should perform their duties in the interest of the Association.

(2) The Management Board:

    1. Manages the activities of the Association in between the meetings of the General Assembly;
    2. Convenes the General Assembly and ensures the implementation of its decisions;

Disposes of the property of the Association in compliance with the provisions of the Law and of the present Statutes;

  • Drafts the budget and submits it to the General Assembly;
  • Draws the annual report under Article 40, paragraph 2 of the Non-profit Legal Entities Act and ensures its publication after its approval by the General Assembly;
  • Sets the rules for and organizes the activities of the Association and bears responsibility to that end;
  • Elects the Secretary General of the Association and dispenses duties among its members;
  • Drafts acts and submits them to the General Assembly;
  • Adopts documents of organizational nature relating to the current activities of the Association;
  • Determines the individual remuneration and contract conditions for the employees of the Association;
  • Distributes and controls the financial assets;
  • (New, by decision of the GA taken on 20.02.2003) Admits new members into the Association;
  • ( New, by decision of the GA taken on 20.02.2003) Decides on the participation in other organizations.

(3) Members of the Management Board are obliged to maintain confidentiality on issues which the Association has not disclosed publicly, as well as after ceasing to be members of the Board.

Meetings of the Management Board

Article 33. (1) Meetings of the Management Board are convened at least once in every three months. They are convened and presided by the Chairman. The Chairman is obliged to convene a meeting of the Management Board upon a written request by at least 1/3 of its members. If the Chairman fails to convene the meeting of the Management Board within a week, it can be convened by any if the interested members of the Management Board through the Secretary General. In case the Chairman is absent, the meeting is presided by the Deputy Chairman or by another member of the Management Board designated by the Board.

(2) The Management Board takes its decisions if more than half of its members attend its meeting.

(3) A person is considered present, if there is a two-way telephone or other connection with him ensuring that his identity is established and allowing his participation in the decision making. Voting by the said member is attested in the minutes by the person presiding the meeting.

(4) Decisions are taken by the majority of all present, and decisions under Article 32, paragraph 2, items 2,3 and 4 and Article 37, paragraph 2 – by the majority of all members.

(5) The Management Board can take decisions without holding a meeting, if all of its members sign the minutes containing the decision made without comments and objections.

(6) Minutes of the meeting of the Management Board are kept in a special book.

The minutes are signed by the chairman of the meeting of the Management Board and the person taking the minutes. Every member of the Management Board has the right to exercise control over the authenticity of the minutes.

Chairman

Article 34. (1) The Chairman of the Association presides the meetings of the General Assembly, convenes and presides the meetings of the Management Board, organizes and manages the activities of the Association in compliance with the decisions of the General Assembly and the Management Board.

(2) The Chairman of the Association represents it before third parties.

(3) The Chairman appoints the Secretary General and the associates elected by the Management Board.

(4) In case the Chairman is absent, his functions are performed by the Deputy Chairman.

(5) The Chairman disposes of the financial assets, opens accounts, makes payments within the approved budget and reports on a regular basis to the Management Board.

Secretary General

Article 35. (1) The Scretary General, elected by the Management Board and appointed by the Chairman, participates in all meetings of the Management Board with no right to vote.

(2) The Secretary General organizes the current activities of the Association in between the meetings of the Management Board, makes organizational arrangements for the meetings of the General Assembly and Management Board, manages the work of the associates.

(3) A member of the Management Board, unable to attend its meeting, can authorize the Secretary General to vote on his behalf.

(4) The Secretary General serves as the Depositary of the binding documentation of the Association.

V. TERMINATION AND LIQUIDATION

Grounds for termination

Article 36. (1) The Association discontinues its functioning:

  1. By decision of the General Assembly;
  2. By decision of the court with jurisdiction over the seat of the Association in the cases envisaged in the Non-profit Legal Entities Act.

Liquidation

Article 37. (1) Liquidation is performed upon termination of the Association.

(2) Liquidation is performed by a person designated by the Management Board of the Association.

(З) The liquidator is obliged, as far as possible, to satisfy the creditors of the Association from the available cash and if not possible, by cashing the movable and then the immovable property of the association.

(4) Property shall not be transferred in any way to the parties under Article 43, paragraph 2 of the Non-profit Legal Entities Act.

Property after liquidation

Article 38. (1) The property left after the creditors have been satisfied is placed, by a court ruling, at the disposal of another association with the same or similar non-profit purpose.

(2) If the property has not been disposed of according to the procedure under paragraph 1, it shall be transferred to the municipality where the seat of the association is. The municipality is obliged to offer the said property with the purpose of performing socially useful activities that correspond to the maximum extent to the goals of the association.

Article 39. Having distributed the property, the liquidator is obliged to request cancellation of the registration of the Association by the court with jurisdiction over its seat.

VII. TRANSITIONAL AND FINAL PROVISIONS

Article 40. Amendments to the present Statutes can be made under the procedure provided for in the Statutes and in the Non-profit Legal Entities Act.

Article 41. As regards the interpretation and implementation of the provisions of the present Statutes, the provisions of the current Bulgarian legislation and those of the Non-profit Legal Entities Act are applied.

Article 42. For issues not provided for in the present Statutes the provisions of the current Bulgarian legislation are applied.