S t a t u t e

of

“BULGARIAN ORGANIZATION OF VOLUNTARY BLOOD DONATION”

Non-profit association

 

Adopted by the Constituent Assembly, held in Sofia on 20.10.2010



I. GENERAL


Art. 1. (1) The name of the association is “BULGARIAN ORGANIZATION OF VOLUNTARY BLOOD DONATION” /BOVBD/. The name of the association is written in English as follows: “BULGARIAN ORGANIZATION OF VOLUNTARY BLOOD DONATION” /BOVBD/.

(2) The name, together with an indication of the headquarters, address, the court where the association is registered, the number of court registration and the BULSTAT number must be given in the documents of correspondence of the association.

(3) The name of the branches of the association is formed as to the name of the association is added the indication “branch” and the location where the headquarters of the branch.


Art. 2. (1) The association is a corporate body, separate from its members, formed under the Non-profit Corporate Bodies Act, The Statute and the decision of the Constituent Assembly.

(2) The association is responsible for its liabilities by its property.

(3) The members of the association are not responsible for the Association’s liabilities.

(4) The members are responsible for payment of the membership fees.


Art. 3. The headquarters and the address of the association are: Sofia, P.O. 1359, “Liulin”, bl. 565, 9th floor, app. 31.


Art. 4. The association is not limited by term or other terminating condition.


Art. 5. (1) The association operates in public interest by encouraging and promoting regular, anonymous, voluntary, non-remunerated blood donation within the Republic of Bulgaria, Europe and Worldwide.

(2) The association cannot be transformed into non-profit corporate body for carrying out activity to a private interest.


Art. 6. The main aims of the association are:

  1. 1. to encourage and promote regular, anonymous, voluntary and non-remunerated blood donation within the Republic of Bulgaria, Europe and worldwide;
  2. 2. to work towards meeting the needs for high quality human blood and blood products within the Republic of Bulgaria, Europe and worldwide;
  3. 3. to work for the introduction and implementation of ways and means connected with the blood donation within the Republic of Bulgaria, Europe and worldwide, guaranteeing the safety of both the donor and the receiver;
  4. 4. to participate in the organization and promotion of regular campaigns of voluntary and non-remunerated blood donation within the Republic of Bulgaria, Europe and worldwide;
  5. 5. to develop and promote programs for educating the society on the beneficial aspects of blood donation and the harmful effects and risks of collecting blood from paid donors, in cooperation with patients who need blood transfusions and the patient organizations representing them;
  6. 6. to form a youth unit, working for the promotion and implementation of the aims of the association among young people;
  7. 7. to establish and maintain contacts with the blood collecting centers throughout the country, with the Ministry of Health, with the Ministry of Education, Youth and Science, with the World Health Organization and with other organizations with similar aims and activities;
  8. 8. to become a member of the International Federation of Blood Donor Organizations and to participate actively in solving the problems of shortage of high quality human blood and blood products within the Republic of Bulgaria, Europe and worldwide;
  9. 9. to work towards achieving the aims of the association, through educating and building more responsible civil society.


Art. 7. The means that the association will use to achieve its aims are:

  1. 1. membership fees, donations, bequests;
  2. 2. cooperation and sponsorship of Bulgarian and international institutions, organizations, companies and funds;
  3. 3. subsidies and grants, given through public and private organizations’ programs and projects;
  4. 4. revenues from organizing trainings, seminars and cultural events.


II. MEMBERSHIP


Art. 8. (1) The membership in the association is voluntarily.

(2) A member of the association can be any natural person or corporate body that shares the aims of the association and the means for their achievement, observes the Statute and pays its membership fees regularly.


Art. 9. The members of the association are:

  1. 1. active;
  2. 2. associate;
  3. 3. supporting;
  4. 4. honorary.


Art. 10. (1) Active members of the association are the founders.

(2) A member of the association, who has been an associate member for two years, may request to be admitted to active membership.

(3) Status of supporting member is given to a corporate body that financially supports the activities of the association and through its membership, wishes to express commitment towards achieving the aims.

(4) Status of honorary member is given to a natural person or a corporate body, who has considerably helped and is helping the activities and the achieving of the aims of the association.


Art. 11. (1) Each member of the association is entitled to:

  1. 1. be informed about the activities of the association;
  2. 2. participate in the activities, organized by the association;
  3. 3. help the achieving of the aims of the association.

(2) Each active member of the association is entitled to supervise the work of the association, to vote and to participate in taking the decisions of the General Assemblies.


Art. 12. Each member of the association is obliged to:

  1. 1. observe the Statute and to work on achieving the aims of the association;
  2. 2. not damage the reputation of the association by its actions;
  3. 3. pays its membership fees regularly.


Art. 13. Membership rights and obligations are not transferable and do not pass on to any other persons in case of death or termination of the membership. Exercising of the membership rights may be granted through authorization by express power of attorney.


Art. 14. (1) Any person who wishes to become a member of the association must submit a written application for membership to the Managing board, containing an expression of its will and:

  1. 1. an agreement with the Statute of the association;
  2. 2. a commitment towards the aims of the association and
  3. 3. willingness to participate in the activities of the association.

(2) The accepting of an associate member and the acquisition of membership rights by the applicant is done by submitting of the written application in accordance with paragraph 1.

(3) If there is a written objection to a person’s membership in the association, it is accepted or rejected by the Management Board.

(4) Any person wishing to become an active member of the association may express its will by submitting a written application to the Managing board, at least two years after its acceptance as an associate member.

(5) The consideration of the application for becoming an active member is done on the first meeting of the Managing board following the submitting of the application.

(6) The prerequisites for becoming an active member, which must be taken under account by the Managing board in motivating the decision are:

1. duration of the associate membership;

2. commitment towards the aims of the association;

3. participation in the activities of the association;

4. personal responsibility and empathy.


Art. 15. Membership is terminated:

1. by unilateral written statement from the outgoing member to the Managing board of the association;

2. by death or full prohibition;

3. by expelling after a Managing board decision in case of behavior that renders the continuation of the membership incompatible with the aims and the activities of the association or if discrepancies with the prerequisites according to art. 14, paragraph 1 or paragraph 6 are found.

4. with the termination of the corporate body – member of the association.


III. PROPERTY


Art. 16. The property of the association consists of all means and revenues according to art. 7 of the Statute.


Art. 17. (1) The members of the association are obliged to pay their membership fees.

(2) The amount and the way of payment of the membership fees are defined by a decision of the Managing board.


Art. 18. (1) The association may carry out economic activity that is related to its main aims set out in this Statute.

(2) The carried out economic activity is subordinated to the conditions and the rules, provided by the corresponding Bulgarian legislation.

(3) The implementation and control of the carried out economic activity is assigned to the Managing board of the association.


IV. MANAGING


Art. 19. The association bodies are the General Assembly and the Managing board.


Art. 20. (1) The General Assembly comprises by all active members of the association – in person or by proxy.

(2) Members – corporate bodies, participate in the General Assembly through their legal representatives or express authorized person.

(3) The attorneys are not allowed to re-authorize third parties with their rights.

(4) The attorneys may represent up to two members at the General Assembly.

(5) Associate, supporting and honorary members of the association can make suggestions and express opinions in written form on matters that will be discussed on the General Assembly, not later than one day before it.

(6) When they are invited, associate, supporting and honorary members may attend and participate in the General Assembly or Managing board meeting, without voting rights when the decisions are taken.


Art. 21. The General Assembly:

  1. 1. amends and supplements the Statute of the association;
  2. 2. elects and dismisses the members of the Managing board;
  3. 3. takes decisions on the transformation or termination of the association;
  4. 4. adopts the budget of the association;
  5. 5. accepts the report of the Managing board activities;
  6. 6. revokes decisions of the Managing board, contrary to the law, the Statute or other internal acts regulating the activities of the association;
  7. 7. decides on the establishing and termination of branches;
  8. 8. decides on the due and amount of the membership fees.


Art. 21. (1) The regular General Assembly is held once a year. The first General Assembly must be held not later than eight months after the establishment of the association.

(2) Extraordinary General Assembly can be convened at any time by the managing board.


Art. 22. (1) The General Assembly shall be convened by the Managing board.

(2) The convocation is made by sending a written invitation, which must contain the agenda, the date, the hour and the place of holding the General Assembly and the initiative by which it is convened. The invitation shall be announced on the website of the association, through the media or in a different appropriate way at least 10 / ten / days before the scheduled day and sent to the members of the association by the e-mail thеy have given.

(3) General Assembly may be convened upon request of one third of the active members of the association. If within one month, the Managing board does not send an invitation, for convening General Assembly it shall be convened by the court at the headquarters of the association upon a written request of the interested members or a person authorized by them.


Art. 23. The written materials related to the agenda of the General Assembly should be available to the members at the headquarters of the association not later than the date of the announcement or sending the invitation to convene the General Assembly and upon request shall be submitted to each member.


Art. 24. (1) At the meeting of the General Assembly should be made a list of the attendant members or their representatives. The members and the representatives certify their presence by signature and an identity card. The list shall be certified by the chairman and the secretary of the General Assembly.

(2) The list described in the preceding paragraph shall include members who have announced their presence by the time of the first voting after the establishment of a quorum.


Art. 25. The General Assembly may meet if more than half of the members present. In the absence of quorum, the meeting shall be adjourned for one hour at the same place, with the same agenda and it is held regardless of the number of the members present.


Art. 26. (1) Each active member of the association shall have one vote at the General Assembly.

(2) Each active member of the association who has not paid its membership fees, loses his voting rights at the General Assembly.


Art. 27. A member or his representative can not participate in votings regarding:

1. advancing claims against himself;

2. undertaking actions or withdrawing of actions aimed to realize his responsibility before the association;

3. the settlement of issues about himself, his spouse or relatives in accordance with the Non-profit Corporate Bodies Act.


Art. 28. (1) The decision of the General Assembly shall be taken by a majority of the members present.

(2) Decisions under art. 20, items 1 and 3 and art. 31, paragraph 10 shall be taken by a majority of 2/3 of the members present.


Art. 29. (1) The General Assembly cannot decide on issues not included in the agenda announced by the invitation.

(2) The decisions of the General Assembly shall enter into force immediately, unless their action is delayed or if by law they enter into force upon promulgation.


Art. 30. (1) There shall be kept minutes of the General Assembly, as required by the law.

(2) Minutes of the General Assembly shall be singed by the chairman and the secretary of the meeting. The list of the attendant and the documents related to the convening of the General Assembly shall be attached to the minutes.

(3) Each member, present at the General Assembly, has the right to require and monitor the proper recording of the decisions in the minutes.


Art. 31. (1) The association is managed by a Managing board, consisting of at least three persons – active members of the association.

(2) The Chairman and the members of the Managing board are elected by the General Assembly for a period of three years. 

(3) A corporate body – member of the association may also be a member of the Managing board and is represented at the meetings of the Board by its legal representative or expressly authorized natural person.

(4) The members of the Managing board can be re-elected.

(5) Persons who are spouses or lineal relatives – without restrictions – cannot be members of the Managing board at the same time.

(6) Only a person who is a founder or an active member of the association for one or more years can be a member of the Managing board, unless the application is supported by all current members of the Managing board.

(7) Proposal and application for acceptance of a member of the Managing board can be made by a group of five or more active members of the association.

(8) The proposal shall be made in written form to the Managing board with the stated agreement of the applicant attached.  If the applicant is supported by three or more members of the Managing board, the application shall be voted in the following election of Managing board members by the General Assembly.

(9) By its decision, the Managing board proposes to the General Assembly to vote an active member of the association to become a member of the Managing board.

(10) The General Assembly may decide the functions of the Managing board to be performed by one person – a manager – the Chairman of the association.


Art. 32. The Managing board members or the natural persons who represent corporate bodies, members of the Board, must:

1. have permanent residence in the country;

2. not be sentenced to imprisonment for an intentionally criminal offence of general character.


Art. 33. (1) The association is represented by the Chairman of the Managing board or by a member of the Managing board authorized by him.

(2) The Managing board members are obliged to perform their duties in the interests of the association and to keep the secrets of the association, including after they have ceased to be Board members.

(3) Drawing money from the bank account of the association and signing of financial documents shall be done by the Chairman of the Managing board or by a member of the Managing board authorized by him.

(4) The Managing board shall hold meetings at least once every three months to discuss the state and the development of the association.


Art. 34. The Managing board:

  1. 1. admits and excludes members of the association;
  2. 2. represents the association and determines the representative authority of its individual members;
  3. 3. ensures the implementation of the General Assembly decisions;
  4. 4. adopts the basic trends and programs for the activity of the association;
  5. 5. determines the order and organizes the activity of the association;
  6. 6. adopts internal acts regulating the activity of the association;
  7. 7. administers the property of the association;
  8. 8. prepares and submits to the General Assembly a report on the activity of the association;
  9. 9. prepares and submits to the General Assembly a draft budget;
  10. 10. decides on participation of the association in other organizations;
  11. 11. decides on the due and amount of the membership fees;
  12. 12. considers and decides all matters regarding the association, except those within the jurisdiction of the General Assembly.


Art. 35. (1) The meetings of the Managing board are chaired by the Chairman. In his absence, the meeting is chaired by an elected present member of the Board.

(2) The Managing board can take a decision, if more than half of its members attend the meeting – in person or represented by another member of the Board.

(3) No present member can represent more than one absent. Attending is also a person, with whom there is a telephone or other two-way connection, guaranteeing the establishment of his identity and allowing his participation in the discussion and taking decisions. The voting of this member shall be certified in the minutes by the chairman of the meeting.

(4) The decisions of the Managing board are taken by a majority of the members present. In case of a tie, the vote of the Chairman of the Board is decisive.

(5) The Managing board shall decide by a majority of all members:

1. the adoption of internal acts regulating the activity of the association;

2. determining of the order and organization of the activity of the association;

3. important organizational changes;

4. the administration of the association’s property;

5. the proposal to the General Assembly for establishment of a branch of the association;

6. going into liquidation of the association.

(6) The Managing board can take decisions without holding a meeting, if the minutes of the decisions is signed without remarks and objections by all members of the Managing board


Art. 37. (1) The Managing board may elect honorary member of the association natural person or corporate body who has considerably helped and is helping the activities and the achieving of the aims of the association.

(2) The decision of the Managing board for election of an honorary member shall be adopted by a majority of 2/3 of the Board members.

(3) Each member of the association can make a proposal to the Managing board for the election of an honorary member.


Art. 38. (1) Managing board members bear personal responsibility for their actions, which harm the interests of the association under the law.

(2) Each of the Board members may be relieved of liability if it is found that the damages have not occured by his fault.


V. ANNUAL CLOSING


Art. 39. Annually until the end of March, the Managing board prepares an annual financial statement and report on the association’s activity for the preceding calendar year and submits them to independent auditors in cases provided by the law.


Art. 40. The report on the activity of the association must contain data regarding:

1. the important activities, the spent resources, their relation to the aims and programs of the association and the results achieved;

2. the amounts of grant received property and the revenue from the other activities for raising funds;

3. the type, the size, the value and the purposes of the donations received and granted, as well as information about the donors;

4. the financial result.


Art. 41. In cases when the law requires compulsory an independent audit, the registered auditors shall be determined by the Managing board.


Art. 42. The annual financial statement, the report on the activity and the registered auditor’s report shall be adopted by the Managing board and then submitted for discussion at the regular annual General Assembly convened for this purpose.


Art. 43. In accordance with the Accountancy Act, the association prepares accounting information, observing the principles of openness, reliability and timeliness.


Art. 44. The association does not distribute profits.


VI. TERMINATION AND LIQUIDATION


Art. 45. The association shall be terminated:

1. by a decision of the General Assembly;

2. if it has been declared bankrupt;

3. by a decision of the district court at the location of the headquarters of the association in the cases provided by the Non-profit Corporate Bodies Act.


Art. 46. (1) A liquidation procedure shall be carried out when the association is terminated, except in cases of transformation of the association.

(2) The Managing board accomplishes the necessary actions of the liquidation in accordance with the Commercial Act, the encashment of the assets and the satisfaction of its creditors.

(3) The property remaining after satisfaction of the creditors shall be granted by a decision of the court where the association is registered to a non-profit corporate body with the same or similar activity of public interest.

(4) The persons who have acquired property in accordance with the preceding paragraph shall be responsible for liabilities of the association up to the amount of the acquisition.


VII. TRANSITIONAL AND CONCLUDING PROVISIONS


Art. 47. Changes in the present Statute may be carried out following the procedure provided therein and in the Non-profit Corporate Bodies Act.


Art. 48. Concerning the interpretation or application of the contents of this Statute the general Bulgarian legislation and the regulations of the Non-profit Corporate Bodies Act shall be applied.


This Statute is adopted unanimously by all present members of the Constituent Assembly of the non-profit association “BULGARIAN ORGANIZATION OF VOLUNTARY BLOOD DONATION”, held on 20.10.2010 in Sofia, certified by their signatures.


You can download the Statute of BOVBD as a .pdf file from here


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