Statute of a non-profit association
Varna design forum
Subject of statute
Art. 1. / 1 /This statute settles the structure, activity, existence and termination of a legal entity non-profit association of public benefit “Varna Design Forum”.
/ 2 / The Association holds all the rights and obligations which are not related to the natural qualities of individuals – members of the association.
/ 3 / The Association is established for the public benefit, and can not be converted into an association for private benefit.
Name of the Association
Art. 2. / 1 / The name of the association: Association “Varna Design Forum” (VDF).
/ 2 / In English the name of the association is displayed Association “Varna Design Forum” (VDF).
Headquarters of the association
Art. 3. / 1 / The seat of the association is: Bulgaria, Varna.
/ 2 / The address of the association is: Varna Municipality Odesos Square “Musala” № 2.
Duration of association
Art. 4. The association was established indefinitely.
Objectives of the Association
Art. 5. / 1 / The Association was established to support the aspiration of the city to assert its authority in the cultural and economic mainstream of Bulgaria, the Black Sea region and the world.
/ 2 / In this sense, “Varna Design Forum” is designed to:
1. To launch and work on initiatives for inspiring and public cultural unifying cause “Varna – (WDC) World Design Capital for 2020/2021”;
2. To contribute to the work on the candidacy of the city as the European Capital of Culture 2019;
3. To establish an international award of “Varna Design Forum” for best achievement in the field of design, innovation and artistic creativity;
4. To stimulate competition principle layout of urban and natural spaces in the Varna region for any significant cultural event of local and international character;
5. To promote and develop vocational education in design with the most modern methods and to extend consumers’s reach to the educational product in design from children to adults;
6. Establish scholarships for higher education for young people in the fields of design and architecture;
7. To work for the improvement of facilities – a new learning environment (innovative laboratories and workshops for practical training of students, residents, graduate students, students and children);
8. Finance bilingual editions of books, articles, books, research, promoting knowledge in the cultural field and advertising Varna and the region;
9. Bringing together the efforts of relevant international organizations in the region to implement socially beneficial cultural causes.
Determination of the activity
Art. 6. The Association operates in the public interest expending its possessions for:
1. Development of education and culture;
2. Development and strengthening of moral values and civil society;
3. Promoting social integration and personal realization.
Means to achieve the objectives of the Association
Art. 7. / 1 / In order to achieve its goals the Association uses all legal means, including:
1. helps in promotion of urban revitalization;
2. collects and distributes funds for the realization of the objectives of the association
3. organizes meetings, training courses, summer schools, seminars, lectures, conferences, exhibitions and other public and educational events related to aspects of the design;
4. develops information products and materials relating to the objectives of the Association;
5. produces and disseminates expert assessments and analytical products for practical, scientific, legal and educational issues related to the design;
6. cooperates with the state and municipal authorities, institutions and structures for the realization of its goals
7. informs about its activities through an electronical and print media;
8. the firm works with organizations with similar objectives in Bulgaria and abroad;
9. organizes and participates in international events, programs and projects;
/ 2 / The Association may make additional economic activity, if connected to the main activity for which it is registered and by useing the proceeds to carry out the purposes specified in this Statute.
/ 3 / The business of the association is subject to the terms and conditions determined by the law governing the relevant type of business.
/ 4 / The execution and control over the economic activities are the responsibility of the Board of the Association.
/ 5 / The Association does not distribute profits.
Activity of the Association
Article 8. The object of the association is in line with the objectives of the association and as provided for in this Statute means to achieve them, including any lawful transactions / excluding those for which the law requires a particular organizational form or special licensing /.Subject of activity is Design in its pragmatic and didactic purpose, reflected in all its typological types related to the city – architectural environment design, architecture, graphic design, landscape design, industrial design and aspects of their role in assisting and formulation initiatives to improve the urban and natural environment of the city for the benefit of citizens and visitors.
Eligible for membership
Art. 9. / 1 / The members are individuals, professional designers, architects, artists, engineers and amateurs sharing the objectives of the Association, meeting the following requirements:
1. holding implementations, publications or other contributions to the image of the city, the region and the Black Sea, and international experience and activities with respect to the arts;
2. having years of professional experience in the field of spatial arts or cultural management;
3. having practical experience in implementing goals;
/ 2 / Membership in the Association may be full, associate and honorary.
Entitled to full membership are individuals who meet the requirements of Art. 9/1 /. In the absence of the required professional experience individuals are entitled to associate membership, which is then transformed into a full collection of the required experience.
/ 3 / The Associates participate in all activities and events of the association. Associate members are entitled to attend the general meeting without voting aloud.
/ 4 / The status of honorary members can get outstanding individuals with many years of contributions to the cultural development of the city and the region.
Honorary members are entitled to full members, but are exempt from the admission fee and annual dues.
Acquisition of membership
Art. 10. / 1 / The candidate for membership of the Association shall submit a written application to the Chairman of the Board declaring the adoption of the articles of association, mentioning the type of membership applied for and the relevant documents. Membership is obtained by a decision of the Board taken by a majority of two thirds of all members. In case of refusal rejected candidate may refer the matter to the General Assembly, which will make the final decision.
/ 2 / The Associates shall submit a written request to the Board to transform associate membership in full by the relevant documents certifying that the conditions of art. 9, 1. The full membership is acquired by a decision of the Board taken by a majority of two thirds of all members. In case of refusal, the rejected candidate may refer the matter to the General Assembly, which will make the final decision.
/ 3 / The applicant member shall pay an admission fee.
/ 4 / The honorary members are invited by a decision of the Board taken by a majority of two thirds of all members. The one invited as honorary member shall confirm in writing their agreement to join the association.
/ 5 / The founders of the association are full members.
/ 6 / Candidate for membership of the Association can be accepted with a decision of the General Assembly.
Membership rights and obligations
Art. 11. / 1 / Membership in the association is voluntary.
/ 2 / Each member is entitled to participate in the management of the association, to be informed about its activities and to use its property and the results of its operations in the manner provided in the statutes.
/ 3 / The member is not personally liable for the obligations of the association.
/ 4 / The rights and obligations, except for the property are transferable and can not be transferred to other persons on death or termination.
Termination of Membership
Art. 12. / 1 / The membership shall be terminated:
1. a unilateral statement to the association;
2. death or judicial disability;
3. exclusion due to non-payment of financial contributions, systematical non-participation in the activities of the association and behavior that is inconsistent with the statute and goals;
4. termination of association
/ 2 / The Board shall make a proposal to exclude the General Assembly.
Organs of the association, branches and publicity
Art. 13. / 1 / The supreme body of the Association is the General Assembly.
/ 2 / The governing body of the association is Board of Managers.
/ 3 / The bodies of the Association keep records of the minutes. The person chairing the meeting of the collective body and the producer of record are responsible for certifying the correctness of its contents.
Art. 14. The General Assembly consists of all full and honorary members of the association.
Rights of the General Assembly
Art. 15. / 1 / The General Assembly:
1. amends the statutes;
2. adopts other internal regulations;
3. elects and dismisses members of the Management Board of the association;
4. elects and dismisses the Chairman of the Board of the Association and defines the method of the representation;
5. admits and expels members;
6. decides on the opening and closing of branches;
7. decides on participation in other organizations;
8. decides on the transformation or dissolution of the Association, and the manner of distribution of the remaining assets after satisfaction of creditors;
9. accepts guidelines and program activities of the association;
10. adopts the budget and annual financial statements of the Association;
11. Decides on the amount of the membership fee and initial payment;
12. Adopts the report of the Management Board and reports to the President;
13. Revokes decisions of other bodies of the Association, contrary to law, statutes or other internal documents regulating the activities of the association;
14. Adopts Rules of Procedure of the branches;
15. Elects the Presidents of the branches of the association;
16. Decides to close the association
/ 2 / The rights under par. 1 item 1, 3, 4, 6, 10, 12, 13, 14 and 16 can not be assigned to other bodies of the Association.
/ 3 / The General Assembly shall be required for the other bodies of the Association.
/ 4 / The General Assembly shall be subject to judicial review as to their legality and compliance with the statute.
/ 5 / Decisions of the organs, statute or a previous decision of the General Assembly of the Association taken contrary to law, may be appealed to the General Assembly at the request of the members of the association or an authority within one month of becoming aware , but not later than one year from the decision.
/ 6 / Disputes under par. 4 may be brought before the registration of the association of each member of the association or its body, or by the prosecutor within one month of learning, but not later than one year from the decision.
/ 7 / This statute decisions under par. 1, item 2, 7, 9 are assigned to the Board. The award may be withdrawn by the General Assembly.
/ 8 / New members of the Association, adopted by the Board, shall be approved by the General Assembly.
Convening the General Assembly
Art. 16. / 1 / The General Assembly shall be convened by the Management Board on its own initiative or at the request of one third of the members of the association. In the latter case, the Management Board fails to forward a written invitation to the General Meeting shall be convened by the court at the seat of the Association upon written request of the members or their representative.
/ 2 / The notice must include the agenda, date, time and place of the General Meeting and on whose initiative it is called.
/ 3 / The invitation is placed on the notice board in the building where the headquarters of the Association are, a month before the scheduled day. The invitation to the meeting is also published electronically.
Art. 17. The General Assembly is legitimate, if more than half of all members are present. In the absence of a quorum, the meeting shall be adjourned for one hour at the same place and with the same agenda and can be held as the members present.
Art. 18. / 1 / Each member of the General Assembly shall have one vote.
/ 2 / Member of the General Assembly is not allowed out loud on matters relating to:
1. himself, his spouse (s) or lineal relatives – no restrictions, collateral – to the fourth degree by marriage – to the second degree;
2. entities in which he is a manager or may impose or impede decision making.
/ 3 / A person can represent no more than three members of the General Assembly on the basis of a written power of attorney. Re-authorization is not allowed.
Art. 19. / 1 / The General Assembly shall be taken by simple majority of those present.
/ 2 / The decisions under Art. 15 par. 1, item 1 and 10 are taken by a majority of two thirds of those present.
/ 3 / For matters not included in the announced agenda, decisions can not be made.
Art. 20. The Management Board shall consist of five persons – members of the association. Board members are elected for a term of four years and are entitled to no more than two consecutive terms .
Powers of the Board
Art. 21. The Management Board :
1. represents the association ;
2 . ensures that the decisions of the General Assembly ;
3 . disposes of the property of the association in compliance with the statute;
4 . prepares and submits to the General Assembly a draft budget ;
5 . prepares and submits to the General Assembly an annual report on the activities of the association;
6 . prepares and submits to the General Assembly the main documents of the association : rules of procedure of the Board and others.
7 . determines the order and organizes the activities of the association , including the common benefit , and is responsible for this;
8 . executes the obligations laid down in the statutes ;
9. adopts the rules and procedures for the public benefit .
10 . proposes to the General Assembly expelling members with behavior inconsistent with the statute of the association , gross violations of statutes or three-year non-payment of dues .
Art. 22. / 1 / Chairman of the Board represents the Association .
/ 2 / In the prolonged absence of the Chairman of the Governing Board may delegate the functions of Chairman to the Vice President.
Meetings of the Board
Art. 23. / 1 / The meetings of the Board shall be convened at least four times a year. Governing Board meetings are chaired by the President , and if the latter is absent – the Vice- President.
/ 2 / The Chairman of the Board is obliged to convene a meeting of the Board upon the written request of one third of its members. If the President fails to convene a meeting within a week, it can be called by any interested member of the Management Board.
/ 3 / The Board may take a decision if more than half of its members are present at its meetings. A person who is present is also one with whom is established a telephone or other connection, ensuring the identification of this person, and allowing participation in the discussion and decision making. In case the person votes, it shall be stated in the minutes of the meeting.
/ 4 / The decisions are taken by a majority of those present and the decisions under Art. 21, item 3 and 7 and Art. 27 par. 2 by a majority of all the members of the Board and attendance at the meeting.
/ 5 / The Board may take a decision without a hearing, if the record of decision is signed without remarks and objections by all board members .
Art. 23. / 1 / In the General Assembly association may establish branches on a regional basis . Their activities are governed by regulations in accordance with this Statute. The manager of the branch represents the Association on the activities of the branch.
Property of the association
Art. 24. / 1 / The Association may own property. Property of the association is formed by membership fees, donations , wills , business and other legal sources.
/ 2 / The property of the Association consists of the right of ownership and other real rights over fixed and current assets , financial contributions from members , accounts receivable and other rights under the applicable regulations.
Publicity activities of the association
Art. 25. / 1 / The Association shall prepare a report on its activities annually , which must contain:
1. essential activities , funds spent on them , their relationship with the objectives and programs of the organization and performance;
2 . amount of the grant received property and income from other activities to raise funds ;
3 . type, size , value and purpose of donations received and granted , as well as data on donors ;
4 . financial statements.
/ 2 / The annual report and financial statement of the association shall be submitted in paper and electronic form . They are public and are published in the newsletter and the website of the central register.
/ 3 / The annual financial statements of the association shall be subject to independent audit under the Accounting Act. Where the law requires a compulsory, independent audit of Statutory Auditors shall be determined by the General Assembly. When the General Assembly has not appointed registered auditor until the end of the calendar year shall be appointed by the Board.
Dissolution, liquidation and distribution of assets
Art. 26. / 1 / The Association shall be terminated:
1. by the General Assembly
2 . a decision by the court at the seat of the association where :
a) it is established according to the law ;
b) carry out activities contrary to the Constitution , the law or is contrary to public order or morality;
c) has been declared bankrupt .
/ 2 / The court’s decision under par. 1, item 2 shall be issued at the request of any interested person or the prosecutor.
/ 3 / The court may grant appropriate term to remove the grounds for termination and its consequences.
/ 4 / In the case of par. 2 termination is entered automatically and the court appointed liquidator.
Art. 27. / 1 / Upon termination the association shall be liquidated .
/ 2 / Liquidation is carried out by the Board or by a person designated by him .
/ 3 / If the liquidator is not appointed under par . 2 , as in the case of Art. 30, par. 1, item 2, it is determined by the district court of the association.
/ 4 / The insolvency, bankruptcy , liquidation procedures and powers of the liquidator , shall apply respectively to the provisions of the Trade low .
/ 5 / The distribution of assets after satisfaction of creditors is carried out by the High Authority and in accordance with Art . 15 , 43 and 44 of The Act for non-profit entitites.
Art. 28. / 1 / Changes to this Constitution may be made under specified therein and Law for Non -profit organizations.
Art. 29. For other, not established in this Statute, shall apply the laws of the Republic of Bulgaria , as well as decisions of the association.
Art. 30 . This Statute was adopted at the founding meeting of the association.