STATUTES OF THE BULGARIAN MARITIME CHAMBER
SECTION I – GENERAL PROVISIONS
Art.1 The Bulgarian Chamber of Shipping (BCS) is a voluntary non-profit association for the support, promotion, representation and protection of the interests of its members; contributes to the development of national and international maritime economic cooperation and to the establishment of a spirit of integrity in the Bulgarian maritime business. The association is established and operates as a non-profit legal entity for private benefit, according to the Law on Non-profit Legal Entities.
Art.2 The name of the association is „Bulgarian Chamber of Shipping”. In Latin it is written as follows “Bulgarian Chamber of Shipping”. The name is put over all outgoing documents of the association.
Art.З (1) BCS carries out its activity in compliance with the operating national legislation, the ratified international acts and this statute.
(2) BCS is a legal entity with head office in the city of Varna.
SECTION II – PURPOSES AND TASKS
Art.4 (1) BCS assists, encourages, represents and protects the economic and labour interests of its members as:
1. It participates as per invitation in the elaboration of national programmes for the development of the maritime business or it gives opinions on them.
2. It presents to the Competent state bodies projects for normative acts and a coordinated opinion of its members as per projects for normative acts and decisions for the maritime business.
3. It researches systematically the applying of the normative acts in the economic field and it suggests its members and the Competent state bodies measures for its observation and perfection.
4. It assists and encourages the activity of its members for:
– formation and transformation of commercial companies;
– perfection the management of commercial companies;
-increasing the efficiency of maritime business;
-restructuring of production, commercial and research activities.
5. It elaborates model contracts, specimens, general provisions of contracts for separate types of economic activities and other documents for maritime business.
6. It mediates for solving of disputable questions in the field of the maritime business and avoiding of unprofitable activities.
7. It organizes permanent maritime arbitration court as per home and international maritime commercial disputes, established on arbitration agreements or on competence, established with a normative act.
8. It provides conditions for activity of a dispatch bureau.
9. It organizes the collection and the issuing of national and international maritime commercial customs.
10. It informs about the acts of disloyal competition in the field of the maritime business.
11. It organizes auctions, exchanges, tenders for maritime business.
12. It protects the interests of its members before state and public institutions in the country and abroad.
13. It draws up short-term conceptions and expert’s reports for perspective activities.
(2) BCS collaborates for expansion of the participation of commercial companies in the international maritime economic collaboration as:
1. It researches the conditions for competence on the foreign markets, the requirements and the methods for adapting to the changing market situation.
2. It informs its members for the market opportunities in the country and abroad, for the tendencies in the development of the markets of a technology of the technical progress, for the announcement of international tenders, auctions and etc.
3. It assists the establishing of contractual relations between its members and foreign partners, as it draws up general conditions for contracts, distributes approved contractual practice and analyses the contractual relations.
4. It collaborates for expansion of the foreign and Bulgarian investments in the country and abroad.
5. As per power of attorney of its members it represents their interests before foreign courts or chambers and other bodies for commercial activity, before international organizations and etc.
6. It assists the Bulgarian commercial companies at the organization of their independent participations at fairs and exhibitions abroad.
7. It recruits, talks over and informs its members and other interested business circles for the establishing of currency financial regimes, organization and management of commercial companies, requirements for standardization of the documents, for lightening of the international merchandise traffic and etc.
8. It organizes activities for increase of the qualification of its members as per problems of the market economics.
9. It renders collaboration in the development of the free and duty-free zones and the border zones for trade.
10. It organizes centers for economic and scientific-technical information and it participates in the work of foreign centers.
11. It assists the marketing, advertising and other activities of its members.
12. It collaborates for the production and technological cooperation, for establishment of mixed commercial companies with foreign partners.
13. It assists the development and the efficient usage of the maritime telecommunications on behalf of its members.
Art.5 At carrying out of its tasks BCS interacts with the competent state bodies and organizations.
Art.6 BCS at proved advisability may organize structures at territorial and branch indication.
Art.7 BCS may open its representations in the country and abroad, as well as to associate with foreign and local persons in relation with its purposes and tasks.
Art.8 BCS represents the interests of its members in international non-governmental organizations, as well as in inter-state organizations as per power of attorney of the competent state bodies.
SECTION III – ACTIVITY
Art.9 At carrying out of its tasks BCS:
1. Organizes the printing and distributes in the country and abroad Bulgarian and foreign translations of normative acts in the field of the maritime business, as well as it standardizes national and international maritime documentation.
2. It publishes:
– non-periodical issues in foreign languages with information, commentary and statistical character;
– joint publications with foreign means for mass information, specialized informational institutes, publishing companies, foreign commercial chambers and etc.;
– periodical economical issues with discussing problems, company, commercial and advertising purpose in foreign languages;
– manuals, express-information, bulletins, handbooks with practical purpose as per current issues from the maritime business.
3. It collaborates with local publishing houses with maritime purpose.
4. As per order it provides foreign economical, company, scientific-technical and etc. information, catalogues and samples for maritime activities.
5. It coordinates and organizes the creation, the inclusion and the usage of our and international information systems for company, address, marketing, price and other legal, economical and commercial information.
6. It organizes:
– conferences, symposiums, round tables, meetings of specialists in the country and abroad;
– business contacts, specialized exhibitions and representations of Bulgarian and foreign commercial companies in the country and abroad;
– expert’s reports as per suggestion for capital investments in the maritime business and conceptions for their effective usage;
7. It issues and certifies certificates, letters-certificatory and other documents in relation with the international maritime activity.
8. It consults:
– the establishments of commercial companies, including and with foreign participation; including and with foreign participation;
– carrying out of maritime-commercial deals;
– preparing of offers, organization of negotiations, concluding of contracts and etc.
9. It carries out marketing researches, looks for partners for maritime economical collaboration;
10. It classifies and codifies the data for the maritime activities and prepares suggestions for unification and standardization of documents in the international maritime activities.
11. It renders patent legal help for protection of rights on objects of intellectual ownership in the country and abroad, preparing and conclusion of licensing contracts, establishing of own trade marks, protection against disloyal competition and etc.
12. It keeps a register of commercial companies, which carry out maritime business.
Art.10 Under all items of art. 9 BCS has right to carry out economic activity – publishing, commercial, preparing and qualification of cadres and etc. in compliance with the Law for legal entities with non-profit purpose.
SECTION IV – MEMBERS RIGHTS AND OBLIGATIONS
Art.11 Being a member in BCS is voluntary. The members may be Bulgarian and foreign legal entities and physical persons, which are registered as per the commercial law and declare that they accept the purposes and agree with the decrees of the Statute of BCS and they regularly pay their membership payment.
Art.12(1) The members of BCS may be: regular, associated and honorary.
(2) Regular members of BCS may be:
2. 2. Physical persons, who have registered as per the respective order for carrying out of maritime business.
3. 3. Unions, alliances and associations of legal entities and physical persons, which carry out maritime business.
(3) Associated members of BCS may be Bulgarian and foreign legal entities and physical persons, assisting or carrying out maritime business.
(4) Honorary members of BCS may be persons from the country and abroad, with special merits for the carrying out of its purposes and tasks.
Art.13 New members of BCS are accepted by the Board of managers on the grounds of a written request to it, in which the candidate declares that he accepts to participate and that he shall observe in his maritime activity the ethical norms of behaviour. The membership is confirmed by the General meeting.
RIGHTS AND OBLIGATIONS OF THE MEMBERS
Art.14 (1) Each member of BCS has right:
1. To participate through their representative in the general meeting.
2. To be chosen personally or authorized representatives of him in the managing and control bodies of BCS.
3. Of one vote, which is exercised by a present representative of him.
4. To use free of charge or with reduction the services of BCS.
5. To receive information from the Board of managers about the activity of BCS.
6. To participate in conferences of the managing bodies, when are considered issues, concerning his interests.
7. To indicate in case of necessity documents, establishing his membership in BCS.
8. To participate in the work of councils, commissions, sections and etc. to BCS and to use their collaboration at the carrying out of his activity.
(2) The associated members of BCS do not have right of vote and may not be elected in the Board of managers and in the Control council. The associated members pay an annual fee, specified by the General meeting.
Art.15 Each member of BCS is obliged:
1. To observe the statute and to cooperate for realization of the purposes and the tasks of BCS.
2. To give to BCS the necessary information for his activity, not violating the commercial secret of his business.
3. To keep production, commercial and other secrets in relation with his participation in the activity of BCS in compliance with the requirements of the legislation and of the rules for correct behaviour and loyal competition.
4. To pay the specified membership payment, as well as to give resources for carrying out of purposeful programmes and other collective activities, about which he preliminary has given his consent.
Art.16 The honorary members do not pay membership payment.
TERMINATION OF THE MEMBERSHIP
Art.17(1) The membership is terminated:
1. With a three month written notification to the Board of managers.
2. At termination of the legal entity.
3. As per decision of the Board of managers for systematic and rough violations of the statute obligations. The decision for the exclusion may be appealed before the General meeting in a one month term from its handing in. The persons, who terminated their membership do not have right of claims towards the property of the Association.
4. At death or at putting under complete interdiction.
5. At dropping out.
(2) At termination of the membership, the property relations between the former member or his assignees and BCS are settled after accepting of the annual financial report by the general meeting. In case of unpaid liabilities of the former member to BCS is carried out a deduction from his takings by BCS. The specification оf the amount of the taking is carried out after satisfaction of the creditors.
(3) The dropping out of a membership is present at systematic not payments of the membership payment and not participation in the activity of BCS. The dropping out is established by the Board of managers as per documents and with a proper decision, with which the membership is terminated.
BODIES OF MANAGEMENT
Art.18 Bodies of management of BCS are the General meeting and the Board of managers.
Art.19 In the general meeting participate representatives of the regular members and the honorary members.
Art.20 (1) A regular general meeting is called at least once annually by the Board of the managers.
(2) An extraordinary general meeting is called by the Board of managers as per own initiative, as per request from at least one tenth from the members or of the Control council. If in the last case in a two-week term it does not direct a written invitation, including and through electronic mail for calling of a General meeting.
(3) The invitation is published in the electronic site of BCS and is sent to the members of BCS at least 30 days before the General meeting.
(4) The General meeting is regular, if there are present half of the members.
(5) At lack of quorum the meeting is postponed with one hour later and it may be carried out at the same place and at the same agenda, notwithstanding the number of the present persons.
(6) One person may represent not more than one member at the General meeting on the grounds of a written power of attorney.
Art.21(1) The General meeting:
1. Modifies and supplements the statute of BCS.
2. Approves the directions for the activity of BCS.
3. Specifies the amount of the membership payment.
4. Considers and approves the report of the Board of managers about the activity of BCS.
5. Specifies the number up to 15 persons and elects and discharges a Chairperson of BCS, members of the Board of managers and of the Control council for term of 3 years. Elects a Chairperson from the elected members of the Board of managers.
6. Takes decisions for reorganization and termination of BCS.
7. Adopts the budget of the association.
8. The General meeting excludes members of BCS.
9. Endorses an annual financial report.
10. Appoints liquidators at the termination of the association.
11. Considers claims against decisions of the Board of managers for termination of membership.
12. Takes decisions for opening and closing of branches.
13. Cancels the decisions of the Board of managers, when they contradict to the law and to the Statute of the association.
14. Takes and other decisions, stipulated in the Statute..
(2) The decisions of the General meeting are taken with open voting, with ordinary majority, and under item first and fifth with majority of two thirds from the present persons.
BOARD OF MANAGERS
Art.22 (1) For members of the Board of managers may be elected persons, suggested by the regular members. The chairpersons of branch and territorial structures participate in the sessions of the Board of managers with right of a deliberative vote.
(2) The Board of managers is called at least once at six months at request of the chairperson, of one fifth of the members of the Board of managers or of the Control council.
(3) The sessions of the Board of managers are regular, if there are present not less than half plus one from its members.
(4) The Board of managers is elected for term of 3 years.
(5) The members of the Board of managers have equal rights and obligations notwithstanding the internal distribution of the functions between the members and the decisions, with which is given right of management of the executive members.
(6) The members of the Board of managers are obliged to carry out their obligations in interest of BCS and to protect the authority of BCS and after they stop being members of the board.
(7) The Board of managers may take decisions at absence, if all members are notified in writing for this way of voting and no one has opposed. Present is and a person, with who there is a bilateral telephone or other connection, which guarantees the establishing of his identity and allowing his participation in the discussion and the taking of decisions. The voting under this article is certified in the protocol by the persons, who presides the conference.
Art.23 (1) The Board of managers:
2. Accepts plans and programmes for the activity of BCS and a report for the annual activity; Prepares the project-budget of BCS.
3. Accepts the organizational structure and the establishment of BCS.
4. Forms, reorganizes and terminates commercial companies of BCS.
5. Forms purposeful and monetary funds.
6. Takes decisions for acquiring and ordering with real estates of BCS.
7. Accepts statutes, regulations, tariffs for remuneration and etc. act for the activity of BCS.
8. Elects and discharges deputy-chairpersons, executive director and secretary.
9. Elects honorary members of BCS.
10. Elects presidium of the maritime arbitration court.
11. Takes decision for giving of specific activities of the territorial and branch structures.
12. Establishes prizes for considerable contribution at the carrying out of the purposes and the activity of BCS.
13. Carries out and other functions, besides these, which are of the explicit competence of the General meeting.
(2) The members of the Board of managers may receive remuneration for their activity.
(3) The decisions of the Board of managers are accepted with an open voting with ordinary majority. The decisions under items 3 and 5 from the previous paragraph, as well as the ordering with real estates are accepted with majority of two thirds from the present persons.
Art.24 The chairperson:
1. Organizes, manages and controls in compliance with this statute the carrying out of the decisions of the General meeting and of the Board of managers.
2. Represents BCS in the country and abroad.
3. Appoints and discharges, coordinated with the Board of managers, the Executive director and the Secretary of BCS, who are not elective.
4. Manages the conferences of the Board of managers.
DEPUTY CHAIRPERSON AND SECRETARY
Art.25 The deputy chairpersons deputize the chairperson at his absence and carry out other functions, which are assigned by the chairperson.
Art.26 The secretary organizes the preparation and the carrying out of the sessions of the Board of managers and of the General meetings of the members, he is responsible for the keeping and the preservation of the documentation of the association and watches for the observation of the decisions of the General meeting, the Board of managers and the present statute.
Art.27 (1) The Control council consists of three members and it is elected in compliance with the term, specified for the Board of managers by the General meeting within the framework of the term, specified by art. 30 from the Law for legal entities with non-profit purpose. For members of the control council may be elected and persons, who are not members of the general meeting with right of vote. There cannot be elected for member of the control council a person, who was a member of the Board of managers in the previous mandate.
(2) The control council:
1. Checks up the financial accounting activity and the correct preservation and usage of the resources.
2. It gives conclusion before the General meeting and the Board of managers for the reports of the Board of managers.
3. Reports its activity before the General meeting.
4. Elects a chairperson among its members.
SECTION VI – PROPERTY
Art.28 The property of BCS consists of right of ownership and other real rights on movable property and real estates, rights of intellectual property, securities, participation in commercial companies and associations and etc.
Art.29 (1) The maintenance of BCS is realized by:
1. Membership payment.
2. Fees for carried out services.
3. Deductions from the profit of the own commercial companies and from other activities of BCS, from which are realized incomes.
4. Donations and etc.
(2) Foreign and local persons may make donations in favour of BCS, which are accepted by the Board of managers. When with the donation or with a will is established a specialized fund, a prize or is financed a purposeful programme, the donator or the testator may specify their name.
Art.З0 The financial activity of BCS is carried out in compliance with the annual budget, accepted by the Board of managers.
Art.31 (1) To BCS may be formed purposeful funds in BGN and currency for financing of separate activities and programmes. The resources for these funds are collected by the interested members.
(2) Sources for financing of activities, assigned to BCS from state bodies are specified and provided by them.
Art.32 BCS is responsible for the taken obligations with its property. It is not responsible for the obligations of its members and for the formed by it commercial companies, as well as the members of BCS and of commercial companies are not responsible for the obligations of BCS.
SECTION VII – TERMINATION
Art.З3 (1) BCS may be terminated as per a decision of the General meeting.
(2) At liquidation of BCS are applied the orders of the operating legislation.
(3) The allocation of the rest property after the satisfaction of the creditors at liquidation is decided in compliance with a decision of the General meeting.
SECTION VIII – OTHER PROVISIONS
Art.34 BCS has a round stamp, which is put on the documents, with which are taken property obligations, as well as on the issued certificates and other documents and on the outgoing correspondence.