I. GENERAL PROVISIONS
- Article 1.1. This Statute shall govern the issues of the constitution, activity, membership, property, management and termination of the legal person –“BULGARIAN PETROLEUM AND GAS ASSOCIATION” /BPGA/.
- The Association shall be a legal person, a non-profit association hereinafter referred to as “the Association” whose status shall be defined in accordance with the Bulgarian legislation.
- The Association shall be a voluntary non-political organization. Its founders shall be guided by the desire to pool their potential in order to protect the interests of distributors and retailers of petroleum and gas products, develop petroleum and gas trade and industry in the Republic of Bulgaria by reaffirming the equal status of economic subjects and fair competition.
II. NAME, REGISTERED OFFICE AND TERM OF OPERATION
Article 2. The name of the Association shall be: BULGARIAN PETROLEUM AND GAS ASSOCIATION /BPGA/
- The registered office of the Association shall have the following address: 1, 11th Avgust St., Sofia 1000, Oborishte Municipality.
- The address of the registered office may be changed by decision of the Board of Managers.
Article 4. The name, registered office, address and other insignia shall be put on all documents and printed publications of the Association.
Article 5. The Association shall be in operation for an unlimited period of time.
III. OBJECTIVES AND TASKS
Article 6. The Association acts as non-profit organization.
Article 7. The main objectives of the Association shall be as follows:
- To protect the interests of distributors and retailers of petroleum and gas products by promoting petroleum and gas trade and industry in Bulgaria by way of:
a) developing the free initiative and the basic principles of the market economy underlying the Constitution of the Republic of Bulgaria;
b) preventing the misuse of a monopolist position on the market in this sphere, unfair competition and other actions which may lead to violation of the market principles and have a negative effect on the market of petroleum and gas products;
c) encouraging the freedom of enterprise in the production, trade and services related to petroleum and gas products and the free formation of prices;
d) safeguarding the interests of consumers.
2. To encourage productivity and profitability of the petroleum and gas products.
3. To represent the members of the association and to protect their interests before the state bodies.
4. To promote a market conduct in the field of trade in petroleum and gas products based on a fair competition.
5. To introduce and apply the technical standards and quality standards used in the European Union; to speed up the introduction of European standards on the petroleum and gas products market in Bulgaria.
6.1 To guarantee quality, safety and environment protection in the interest of the whole society.
6.2 To promote environment protection by introducing control over construction,
6.3 To stimulate investments in environmental friendly technologies, related to the petroleum and gas industry.
7. To exercise control against misuse in the field of trade in petroleum and gas products.
8. Discussion and presentation of proposals to the competent state authorities that present the coordinated opinion of its members relating the legislation in the field of trade with products of the petroleum and gas industry
9. Participation in drafting of normative acts regulating the trade activity in the country and that relate to the behavior of the distributors and retailers with petroleum and gas products
10. Defense of the economical interests of the distributors and retailers of petroleum and gas industry products before the state and other authorities
11. To provide assistance to the state authorities and members of the association for accurate applying of the normative acts in the sphere of petrol and gas industry. Providing consultancy by appropriate specialists
12. Periodically informs its members about the active normative, technical and technological acts adopted by the National Assembly, Council of Ministers and other ministries and institutions in the country relating to the trade with petroleum and gas products, informs its members and the society for the international contracts, conventions or other international acts in this sphere as well as expressing opinion of and preparation of coordinated opinion according to incorporation of the association to these acts
13. Keeping up with abeyance the professional ethics rules, informing the competitive authorities for unfair competition of members of the association
14. Cooperation for resolution of disputes between the members including by drawing of specialists for the clarification, interpretation and dissolving
15. Organizing under its leadership of periodical meetings with the members related to the application and explication of the normative acts related to the financial results and other economical interests of the distributors and retailers of petrol and gas products
16. Prequalification of the personnel engaged in the petroleum and gas industry
17. Assistance for keeping good reputation of the members of the association
18. Representation of the members of the association before international and local forums dealing with the problems of the petroleum and gas industry
8. 1. In implementation of its objectives and tasks the Association shall:
1.1. Cooperate with the state bodies and other organizations in the sphere of trade in petroleum and gas products.
1.2. Resort, first and foremost, to dialogue and mutually acceptable compromise between the interested parties in compliance with the Bulgarian law.
1.3. In order to carry out specific objectives the Association can create subsidiary bodies – sub-committees.
2. Gas Committee created for LPG and NG related members of the Association with the task to enhance the industry gas standards, promote the use of gas, create a level playing field and increase the overall safety standards in the business activities.
Article 9. The subject of activity of the association is: preserving the interests of traders from petroleum and gas industry, development of production, trade and transport as well as encouraging the petroleum and gas industry in the Republic of Bulgaria by equality of the economical entities and loyalty.
Article 10. 1. The property of the Association shall be formed by the property contributions of its members, donations and testaments in favor of the Association as well as of any other contributions admissible by the law as right of ownership and other real rights over main and turnover resources, receipts and other rights..
Article 11. 1. The annual membership fee shall be in the amount of the Bulgarian levs equivalent of 4000 DM.
2. For the first year the membership fee shall be paid upon one month after registration of the Association for the founders, and for the consecutive years- prior to January 30 of the current year.
3. The candidates for membership deposit the full amount of the membership fee together with the application. In case of General Assembly’s rejection, the membership fee is being refunded within a period of 14 days.
Article 12. 1. The Association shall issue a certificate for a paid-up membership fee. The certificate shall carry the title “certificate”, data according to article 4, the name, respectively the firm of the members.
2. Upon the membership fee paid the association issues an invoice.
3. Upon the donations performed the association issues certificates. The certificate indicates the name “certificate”, as well as the name, respectively the firm of the donator.
4. All donations and testimonial are entered in a special book.
Article 13. The association performs the following profit activity, that is connected with the main subject of activity:
- Consultancy activity
- Publishing activity
- Other activities connected with achieving the goals of the association
- The profit activity is subject to the conditions and rules stipulated by the Bulgarian legislation.
- The execution and the control over the performed profit activity is assigned to the Managing board of the association.
- The association does not allot any profit.
V. MEMBERSHIP. RIGHTS AND OBLIGATIONS
Article 14. 1. Membership in the Association is free.
2. A member of the Association may become aany retailer of petroleum and gas industry who accepts the Statute, follows the decisions of the governing bodies and regularly pays the due membership fee.
Article 15. The founders of the Association shall be its members as of the moment of registration of the legal person.
ADMITTANCE OF NEW MEMBERS
Article 16. 1. Any subsequent admittance of new members to the Association shall be made by decision of the General Assembly subject to a written application and deposited membership fee according to article 11 (3) in the amount equal to the sum at article 11 (1).
2. The application shall be considered within.6 months from its filing in the Association.
3. In case the candidate is a legal person the evidences that the decision for membership has been passed according to the internal organizational rules shall be presented along with the application.
RIGHTS OF THE MEMBERS
Article 17. Any member of the Association shall have the right:
- To participate in the activities of the Association and to vote in the General Assembly
- To elect and be elected in the governing bodies of the Association.
- To request that decisions and actions of the governing bodies of the Association that are not in compliance with the law or the Statute be revoked.
- To freely and publicly express and uphold his/her viewpoints on decisions of the bodies and activities of the Association and its bodies as well as to make proposals, objections and recommendations.
- To receive, upon request, full information from the governing bodies on the all-round activity of the Association.
- To seek and to receive protection and assistance from the Association with regard to any problems and disputable issues that might arise in connection with its operation.
- To get used of the association’s property and the results of its activity at any conditions that allow equity between all the members
- To participate at realization of deeds and initiatives of the association
- To receive a membership certificate.
OBLIGATIONS OF THE MEMBERS
Article 18. Any member of the Association shall have the obligations:
- Comply with the Statute and the decisions of the governing bodies of the Association.
- Comply with the normative and technological requirements in the field of trade in liquid fuels as well as international instruments in this field, including Bulgarian and international standards.
- Accept the objectives, as defined in the Statute of the Association.
- Participate in the all-round activities of the Association.
- Cherish and enhance the good name of the Association and refrain from any activities that might impede the implementation of the main objectives of the Association.
- Regularly pay his/her membership fee as stipulated under art.11 (1).
- To take actively part in any deeds and initiatives of the association.
Article 19. Membership rights and obligations except property ones, are untransferable and may not be transferred to any other person in case of death of a member – physical person or termination of a person – legal person. The execution of membership rights for a period not longer than 3 months may be transferred to another person by power of attorney with notary certified signature in the cases of:
- long term absence of the country
- long term illness
- long term absence of the inhabited place – legal seat of the association Termination of membership. Property consequences.
Article 20. The authority of a member of the General Assembly is terminated ahead of term in the following cases:
- In case of declaring under legal disability (complete or partial) or death of a member – physical person or termination of legal person
- In case of voluntary caused damage to the association
- I case of constant disability to fulfill his obligations for a period of 6 months
- When acting in breach with his obligations
- In case of retirement before the General Assembly or declaring retired before the chairman
- By termination of the association
- In case of expel from the association
Article 21. Every member can voluntary terminate its membership by request in writing to the General Assembly.
Article 22. 1. A member of the Association may be expelled when he/she:
1.1. Grossly or systematically violates the Statute and fails to implement the decisions of the Association bodies.
1.2. Engages in actions prejudicing the good name of the Association and thus impedes the achievement of its objectives.
1.3. Misuses Association funds.
1.4. Fails to pay his/her membership fees 1 month after the established deadline as stipulated in article 10.
2. A member of the Association may be expelled at a proposal of the Board of Managers, the Chairman or any other member of the Association.
3. Contributions made by the moment of expulsion shall not be returned.
4. Within 7 days of taking the decision according to paragraph 2 the chairman should inform in writing the member that has been expelled. By the information
the member expelled is invited to give back his certificate.
5. In case of request for termination of membership it has to be considered by the General Assembly within 6 months. The amount of fees paid till that moment as membership fees are not subject to refund.
VI. GOVERNING BODIES; REPRESENTATION
Article 23. The Association shall have the following bodies:
- The General Assembly of the members of the Association;
- The Board of Managers;
- The President of the Association.
COMPOSITION AND POWERS
- The General Assembly shall be the highest body of the Association.
- The General Assembly (GA) shall comprise all members of the Association.
- Members of the association take part in the General Assembly personally or by representative by virtue of power of attorney in written form. In case the member has been represented, members are responsible for failure to fulfill their obligations by the authorized person. A person may not represent more that three members of the General Assembly.
Article 25. Members – legal persons are represented at the General Assembly by their legal representatives or person with power of attorney in writing. When a representative is present legal persons are responsible for failure to fulfill of what the representative has obliged himself.
- The attorney of legal or natural person must be natural person.
- The attorneys have no right to authorize third persons with their rights.
Article 26. The General Assembly shall hold regular and extraordinary meetings.
- Regular meetings of the General Assembly shall be convened at least two times a year by the Board of Managers or by request of at least 1/3 of the members of the association at the registered office of the association.
- In case the Managing board does not make invitation in writing for convention of the general assembly within one month, it shall be convened by the court at the registered office of the association on the base of request in writing by the members interested or person empowered by them.
- The invitation shall specify the agenda, data, hour and place for the general assembly and person who has initiated it.
- The agenda is proposed by the body that has convened the general assembly or has asked for convention of the assembly.
- The invitation shall be promulgated in the “Official Gazette” and shall be put at the place for announcements in the administrative building of the association at least one month before the day appointed.
Article 28. The General Assembly shall:
- Amend and supplement this Statute.
- Adopts other intern acts
- Elect and release members of the Board of Managers of the Association.
- Adopts decisions admit or expel members of the Association
- Adopt decisions on termination of the Association.
- Adopt the annual work plan of the Association.
- Adopt the annual budget of the Association.
- Discuss and approve the report of the Board of Managers and decide on the amount and way of collection of membership fees.
- Adopt a decision for payment of a salary to the President and determine its amount.
- Consider and resolve cases of unfair competition and violation of the rules of professional ethics and take the necessary measures to eliminate them.
- Adopts decisions for participation in other organizations
- Repeals decisions of other bodies of the association that are contrary to the law, the statute or other intern acts, that regulate the association`s activity
- Adopts decisions for subsidiaries for specifically activities
- Adopts decisions for control and supervisory commissions for control over expenses of the association
- The General Assembly shall be considered legitimate if attended by at least half of all its members. If the required number of members does not show up the Assembly shall be postponed by one hour with the same agenda and shall be considered legitimate regardless of the number of members present.
- Minutes shall be kept at the meetings of the General Assembly, which shall be signed by the President and the Secretary of the meeting.
- The protocol along with the list of the presented members and the written materials for the convention and holding of the assembly has to be entered in a special book.
ADOPTION OF DECISIONS
- The General Assembly shall adopt its decisions by majority of the presented.
The decisions of the General Assembly are adopted as follows:
- Decisions under Article 28.1 and 5 of this Statute shall be adopted by a majority of 2/3 of those present.
- Other decisions shall be adopted by a simple majority of those present.
- The General Assembly may not adopt decisions concerning questions which have not been announced in the agenda according to the invitation.
- Decisions of the General Assembly shall become effective immediately unless it is envisaged otherwise in the decision itself.
- Decisions on circumstances subject to inscription shall be inscribed on the basis of a motion made by the President of the Association.
- When the General Assembly drafts a resolution on expulsion of a member of the Association the latter should be notified within 14 days and heard out by the General Assembly if he/she wishes to provide explanations in connection with the expulsion.
- Any member of the General Assembly shall be entitled to one vote.
- Any member of the General assembly has no voting right in case matters related to :
2.1. himself, his wife/husband or relatives at lineal descent – without any limits and by collateral descent – to forth degree or by second degree in law
2.2. legal persons in which he/she is the manager or may impose or burden adoption of the decisions
BOARD OF MANAGERS
- The Board of Managers shall implement the decisions of the General Assembly and govern the Association.
- The Board of Managers shall:
2.1. Manage and organize the all-round activity of the Association;
2.2. Dispose of the property of the Association;
2.3. Convene the General Assembly in accordance with the procedure established in the Statute.
2.4. Organize the implementation of decisions of the General Assembly and tasks of the Association.
2.5. Elect the President of the Association out of its members.
2.6. Allocate and carry into effect the budget approved by the General Assembly.
2.7. Adopt decisions on any other important issues regarding the operational management of the Association.
2.8. Adopts rules for control over the donations given
2.9. Appoints the rules and organizes the performance of the activity of the association
2.10. Specifies the address of the association
2.11. Adopts decisions related to other important items related to the operations of the association
3. The Board of Managers shall hold regular sessions every three months.
4. The Board of Managers shall report on its work once a year to the General Assembly.
Article 34. The Board of Managers shall consist of three natural persons – that are members of the association, including the president. In case a member of the managing board is a legal person it is represented at the sessions by its legal representative or by authorized natural person by power of attorney in written. Legal persons members of the association may appoint for members of the managing board such that are not members of the association.
- Members of the Board of Managers shall be elected by the General Assembly for a term of office of 3 years and may be re-elected without any limitation.
- Members of the Board of Managers except the president shall execute the activities under this Statute gratuitously.
- The president of the association shall be president of the board of managers by right.
- The term of office of any member of the Board of Managers shall be terminated before its expire in the following cases:
4.1. Legal incapacity /full or partial/ and death of a member;
4.2. Deliberately inflicted damage to the Association;
4.3. Disability to take part in the work of the Board of Managers;
4.4. Actions which are not consistent with his/her duties;
4.5. Resignation tendered by a member of the Board of Managers.
5. Membership in the association may be terminated voluntary as well as in case of declared retirement before the president and in that case he is obliged to report for that at the first regular meeting of the General assembly.
- Members of the Board of Managers shall have identical rights and obligations irrespective of any internal assignment of functions.
- Members of the Board of Managers shall discharge their duties in the interest of the Association.
CONVENING THE BOARD OF MANAGERS
- Meetings of the board of managers shall be convened by the president.
- Meetings of the Board of Managers shall be legitimate if attended by at least one half of the members.
- In case the president does not convene the meeting within a week it may be convened by any of the interested members of the managing board. In case of absence of the president the meeting shall be conducted by a member appointed by the managing board.
- A person who has bilateral telephone or other connection that guarantees laying down his identity and that gives chance for his participation in negotiations and taking decisions has also to be deemed present. His voting has to be certified in the minutes of the meeting by the presiding person.
- 1. Decisions shall be adopted by a majority of the present Board members. Decisions according to article 33 (1), point 2 and point 9 and according to article 44 (2) are adopted by majority of all the members of the board members.
- Minutes shall be kept of the meetings and decisions of the Board of Managers to be signed by all Board members attending the meeting and filed in a special book.
- The managing board may take decision without any meeting holding in case the minutes for adopting of the decision is signed without any notices and objections for that by all board members.
Article 39. The President of the Association shall be a capable physical person – member of the association or person according to article 34.
Article 40. The President of the Association shall be elected for the period according to article 35 (1).
1. The President of the Association shall:
1.1. Represent the Association – for this purpose he shall submit a specimen of his/her signature, certified by a Notary Public, at the moment of entering the Association in the respective court register.
1.2. Organize the implementation of decisions of the General Assembly and the Board of Managers.
1.3. Convene the Board of Managers.
2. Has the right to perform all acts and deeds connected with the activity of the association as well as to authorize other persons for performing certain kind of activities.
3. The president of the association appoints a secretary general who is dealing with the current activity of the association.
4. The president reports to the general assembly.
Article 42. The term of office of the President of the Association shall be terminated by the managing board:
- At his/her written request addressed to the Board of Managers;
- When he acts at variance with his/her obligations and thus impedes the normal work of the Association;
- In case of a lasting incapacity to discharge his/her duties.
- In case of legal disability (complete or partial)
- In case of death
VII. WINDING UP THE ASSOCIATION
- The Association shall be wound up by decision of the General Assembly.
- The Association shall be wound up by virtue of a ruling of the district court in cases provided for in the Non-profit legal persons Act .
- In case of winding up the association a liquidation is performed except in cases of transformation.
- The liquidation is performed by the managing board of the association or by appointed by it person. The liquidator shall perform the provided for in the commercial act activities and deeds for liquidation of the association, cashing down its assets and paying the receiving to the creditors of the association.
- The rest of the assets after the payment shall be distributed according to decision of the general assembly.
- All persons that have acquainted any property according to the former paragraph are responsible for the obligations of the association to the limit of the acquainted.
VIII.TRANSITIONAL AND FINAL PROVISIONS
- The present Statute shall take effect as of 01.01.2002
- Provisions of the Bulgarian civil legislation shall be applied to issues, which have not been settled under this Statute.
- This Statute was done in the Bulgarian and English languages. Bulgarian is the sole language for interpretation of the provisions of the Statute.
- The present Statute was adopted by the Constituent Assembly of the Association held on…………………….1998 in Sofia. The Minutes of the Assembly and its decisions shall be an integral part of this Statute. The amendment of the statute was adopted according to §1 paragraph 4 of the Transitional and final decrees of the Non-profit legal persons Act by the General Assembly of the association that was hold on 27.10.2001 in Sofia, 11 august str, 1. Minutes of the Assembly and its decisions has been an integral part of this Statute
The Statute should be signed by the founding members of the Association.