ARTICLES OF ASSOCIATION OF NON – PROFIT ORGANIZATION “BULGARIAN ASSOCIATION OF THE CEMENT INDUSTRY” (BACI)

(amended with decisions of the General Assembly from 28.11.2002, from 08.07.2004, from 19.10.2005, from 11.12.2006, from 10.12.2007 г, from 11.02.2008, from 19.01.2009, from 01.06.2010, from 25 April 2015)

I. General Provisions

Legal Status

Art. 1. (1) “Bulgarian Association of the Cement Industry” is an independent legal entity, detached from its members.
(2) The liability of the Association is limited to the amount of its assets.
(3) The members are not responsible for the liabilities of the Association.

Name

Art. 2. (1) The name of the Association is “Bulgarian Association of the Cement Industry”. The name of the Association can be written as abbreviation as well – “BACI”.
(2) The name of the Association, along with the instructions for the seat, address, court where the Association is registered, the number of the court registration and BULSTAT are pointed in the correspondence of the Association. The name of the Association may be additionally written in the respective foreign language and it shall be written in Latin as follows: “Bulgarian Association of the Cement Industry” (or “BACI”).

Place of Business and Registered Office

Art. 3. (amended with a decision of the General Assembly from 10.12.2007) The place of business and the registered office of the Association are in Sofia, Vazrajdane District, 73 Todor Alexandrov blvd. ., 6-th floor, office 6.

Duration

Art. 4. The duration of the Association is not limited

Objectives of the Association

Art. 5. The objectives of the Association shall be:
a) to protect and promote the common interests of the members of the Association;
b) to cooperate for achieving the widest possible use of cement in as many fields as possible;
c) to develop those production methods and technologies which shall contribute to a maximum environmental protection.

Means for achieving the objectives of the Association

Art. 6. In order to achieve the aforementioned objectives, the Association, in addition to other activities shall:
a) inform competent state authorities on the issues and problems in this sector and report, in compliance with the law, on other measures for improving the working conditions in the sector;
b) observe the development, in general, of the trade and labour legislation, and promote its improvement through participation in discussion groups and proposals in line with the Bulgarian legislation;
c) participate in other international cement Association and represent the sector in other scientific, professional or international organizations;
d)r (Amended by virtue of Resolution of the General Assembly of 25.04.2016) To develop and expand the use of cement by research, training, providing and exchanging consultations and information within the permissible limits as per the competition legislation.;
e) co-operate with such other sectors of Bulgarian industry which have common objectives with the cement industry.

II. Membership

Rights and Obligations of the Members

Art. 7. (1) Becoming a member of the Association is a voluntary act.
Art. 8. (1) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) A member of the Association may be any legal entity engaged in the production of cement and clinker in Bulgaria who shares the objectives of the Association and the means for their achievement, observes the Articles of Association and the Code of Conduct, and regularly pays its membership dues.
(2) All members have equal rights and obligations.
Art. 9. Every member of the Association has the right:
1. To take part in all activities of the Association;
2. To be elected in its management bodies;
3. To monitor the work of the Association and the management bodies;
4. To be informed of the activity of the Association;
5. To benefit from the property of the Association and the results of its activity.
Art. 10. Every member of the Association is obliged:
1. To pay regularly its membership dues;
2. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) To observe the Articles of Association and the Code of Conduct and work towards achieving the objectives of the Association;
3. To work towards increasing the property of the Association and raising its public authority;
4. (amended with a decision of the GM from 28.11.2002) To assist the Association with the analysis of the trends into the development of the production of cement in Bulgaria.
Art. 11. The rights and duties of the members cannot be devolved, neither transferred.

Gaining Membership

Art. 12. (ammended with a decision of General Assembly from 19.01.2009) Members of the Association are accepted by the General Assembly if they meet the criteria of Art. 7. and Art. 8. The candidates submit a written application to the Management Board, which considers the application in a one-month period and submits the candidature to the General Assembly. Voting is open and the decision is taken unanimously.

Terminating Membership

Art. 13. (1) Membership is terminated:
1. If a member submits a resignation to the Management Board of the Association.
2. If it is expelled.
3. If the legal entity – member of the Association, is terminated or it permanently ceases its activity.
4. In line with the provisions of Art. 22, paragraph 4 from the Act for Legal Entities with Ideal Purpose.
(2) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) The resolution on expulsion shall be adopted by the Management Board of the Association in the presence of conduct on the part of a member of BACI which considerably violates the present Articles of Association and/or the Code of Conduct. The resolution on expulsion may be appealed before the General Assembly of the Association.

Associate members

(added with a decision of General Assembly from 19.01.2009)
Art. 13a. (1) The Association, with a unanimous decision of its members, may accept an “associate member”, which should meet the requirements of Art. 8 of the present Articles of Association.
(2) The Associate member should be invited to all general meetings of BACI. He has the right to participate in the discussion of all matters that are discussed in the General meeting, whereas only in an advisory capacity.
(3) The Associate member does not owe membership dues.

III. Property

Property

Art. 14. The property of the Association consists of the right of ownership and other material rights over fixed and recurrent assets , claims and other rights depending on the acting normative acts.

Sources of funds for the Association

Art. 15. (1) (amended with a decision of the GM from 19.01.2009) All members of the Association are obliged to pay membership dues. The membership fee is BGL 1000, from 01.01.2009 and shall be paid by the 10-th day of the month that follows the one to which it refers.
(2) The first General Assembly of the Association can take decision for higher membership fee to be paid only once by the members-constituents.
(3) The Association, represented by the Management Board, can receive donations from physical persons and legal entities.

Business Activity

Art.16. (1) The Association may perform additional business activity relevant to its main activity as far as necessary for achieving its objectives.
(2) The business activity is performed under the regulations determined by the Commercial Code, the Accountancy Act and the tax laws.
(3) The business activity shall be implemented and controlled by the Management Board of the Association.

Covering Losses

Art. 17. If the annual accounting balance registers losses, the General Assembly may take decision for making additional installments by the members of the Association.

IV.Management

Association Management Bodies

Art. 18. (1) Management Bodies of the Association are the General Assembly, the Management Board and the Chairperson of the Association.
(2) Permanent or temporary supporting bodies to the Association can be created which do not have any managing functions being such as: research institutes, permanent support bodies, temporary committees for preparation and implementation of specific projects, etc.
(3) (New, adopted by virtue of a resolution of the General Assembly of 25.04.2016) The Association shall appoint a Compliance Officer who shall be responsible for the compliance with the legislation on protection of competition.

Members of the General Assembly

Art. 19. All members of the Association take part in the General Assembly.
Art. 20. (1) Members – legal entities are represented in the General Assembly by their legal representatives or by specifically authorized persons.
(2) The warrants are specifically issued for participation in the General Assembly of the Association.
(3) The specifically authorized persons cannot re-authorize with their rights third parties.

Competence of the General Assembly

Art. 21. The General Assembly:
1. Amends and supplements the Articles of Association.
2. Transforms and terminates the Association.
3. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Accepts members.
4. Elects and dismisses the members of the Management Board and the Chairperson of the Association and determines their remuneration.
5. Relieves from responsibility the members of the Management Board and the Chairperson of the Association
6. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Appoints and dismisses the chartered auditor of the Association.
7. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Approves the Annual Financial Statement following the certification thereof by the appointed chartered auditor.
8. Appoints liquidators when terminating the Association save in case of insolvency.
9. Considers appeals against decisions of the Management Board for terminating membership.
10. Takes decisions for establishing and closing branch offices.
11. Takes decisions for participation in other organizations.
12. Accepts the basic directions and programs for the activity of the Association.
13. Accepts the budget of the Association.
14. Takes decisions regarding membership fees.
15. Accepts the report for the activity of the Management Board.
16. Cancels the decisions of the Management Board when they contradict the law and the current Articles;
17. Takes decisions regarding giving scholarships to persons whose education is somehow related with the cement industry] 18. (New, adopted by virtue of a resolution of the General Assembly of 25.04.2016) Adopts, amends and supplements the Code of Conduct of the members of BACI.

Holding General Assemblies

Art. 22. (1) The General Assembly is held at least once a year.
(2) The Management Board can call extraordinary General Assemblies at any time.

Convocation of the General Assemblies

Art. 23. (1) (amended with a decision of a GA from 10.12.2007) 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. If in the latter case, the Management Board in two weeks does not make a written invitation for convening the General Assembly, it shall be convened by the court at the seat of the association upon written request of the interested members or a person autorised by them.
(2). (amended with a decision of a GA from 10.12.2007) Convening of the General Assembly shall be made by written notice addressed to each member at least 30 days in advance.
(3) The invitation contains the agenda of the issues put forward, propositions for decisions, the exact date, time and place of holding the General Assembly meeting and at whose request it is called.

Right of information

Art. 24. All written materials relevant to the agenda of the General Assembly shall be at the disposal of the members in the place of business of the Association from the date of publishing or sending the invitation for convocation the General Assembly at the latest. They are given to every member free of charge upon request.

Chairperson. List of all present

Art. 25. (1) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) A Chairman shall be elected for each meeting of the General Assembly who shall steer it.
(2) At the sitting of the General Assembly a list of all present members of the Association is made. The members certify their presence with a signature and identify themselves. The Chairperson and the Secretary of the General Assembly legalize the list.

Quorum

Art. 26. (amended with a decision of a GA from 19.01.2009) The General Assembly may sit if all the members are present. At the absence of quorum a new meeting can be hold on a new date not earlier than a week away determined into the initial invitation. This second meeting is valid if it at least ? of the members of the Association are present.

Right to vote

Art. 27. Each member is entitled to one vote in the General Assembly.

Conflict of interests

Art. 28. Members or their representatives cannot vote for:
1. Bringing charges against themselves;
2. Undertaking actions or refusal of actions for fulfilling their liability to the Association;
3. Legal entities if they are managers there or if they can impose or deter from taking decisions;
4. Solving problems concerning them.

Majority

Art. 29. (amended with a decision of a GA from 19.01.2009) Decisions of the General Assembly are accepted unanimously by the members present.

Decisions

Art. 30. (1) The General Assembly cannot take decisions concerning issues that have not been published in the invitation, unless all members are present or are represented in the Assembly and no one objects to considering the issues raised.
(2) The decisions of the General Assembly enter into force immediately, unless their action is postponed.

Record of the session

Art. 31. (1) For the session of the General Assembly a record is kept into English and Bulgarian in compliance with the requirements of the law.
(2) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) The minutes from the General Assembly shall be signed by the Chairman of the meeting of the General Assembly, the secretary, the vote tellers, and the Compliance Officer. A list of the persons present and attending and the documents pertaining to the convocation of the General Assembly shall be attached to the minutes..
(3) Every member present at the session has the right to demand and to monitor the correct recording of the Assembly’s decisions in the record.

Management Board

Art. 32. (1) The Management Board manages the Association.
(2) There are 3 to 7 people participating in the Management Board.
(3) The General Assembly elects members of the Management Board for a period of 3 years.
(4) Member of the Management Board can be a physical person or any legal entity – member of the Association, and in the sessions of the Board it is represented by its legal representative or specifically authorized physical person.
(5) Members of the Management Board can be reelected without restrictions.

Rights and obligations of the Management Board

Art. 33. (1) The Members of the Board have equal rights and obligations regardless of the internal distribution of the functions amongst members.
(2) The Members of the Board are obliged to perform their duties to the interest of the Association.
(3) The Management Board establishes procedures in order to regulate its work.
(4) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) The  Management Board shall hold regular meetings at least once every two months. The Compliance Officer shall be present at the meetings.
(5) Every member of the Board may ask the Chairperson to call a meeting specifying issues to be discussed.

Authority of the Management Board

Art. 34. The Management Board:
1. Manages the Association;
2. Ensures the execution of the decisions taken by the General Assembly.
3. Ensures the management and the proper use of the property of the Association.
4. Lords over the property of the Association complying with the rules of these Articles.
5. Prepares and submits to the General Assembly report for the activity of the Association.
6. Prepares and submits to the General Assembly draft budget.
7. Regulates and organizes the performance of the activity of the Association and takes responsibility for this.
8. Is competent for the appointment of any employee of the Association;
9. (new text adopted with a decision of the GA from 28.11.2002; Amended by virtue of Resolution of the General Assembly of 25.04.2016) Elects and dismisses the Compliance Officer and determines the remuneration thereof elects a Technical Assistant of the Association and determines his/her remuneration.
10. Discusses and solves all other issues that are beyond the competence of the General Assembly.

Quorum and Majority

(amended with a decision of the GA from 19.01.2009)
Art. 35. (1) Decisions shall be taken only if all of the Management Board members are present, personally or represented by another member of the Board. One present member can represent no more than one member absent at the moment with a written power of attorney.
(2) (amended with a decision of the GA from 19.01.2009) Decisions are taken unanimously by all present members of the Association.
(3) (amended with a decision of the GA from 01.06.2010) Decisions can be taken and with a signature without a Board meeting, in which case the record must be signed by all members of the Board.

Responsibility of the Members of the Management Board

Art. 36. (1) The members of the Board assume joint liability for their actions, which harm the interests of the Association.
(2) Each member of the Management Board can be relieved from responsibility if it is ascertained that he/she is not guilty for the damages incurred.

Chairperson of the Management Board/ the Association

Art. 37. (1) The General Assembly elects the Chairperson of the Management Board for a period of two year on a rotation principle among the members of the Management Board.
(2) The Chairperson of the Management Board is entitled to perform all actions and deals that are relevant to the activity of the Association, to represent it and to authorize other individuals to perform particular actions.
(3) The Chairperson of the Management Board:
1. Represents the Association and exercises the functions that are assigned to him/her by the Management Board.
2. Organizes the execution of the Management Board’s decisions.
3. Organizes the Association’s activity, performs its operative management.
4. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Signs the schedule of tenured staff of BACI and signs the contracts of employment with the employees of the Association.
5. Reports immediately to the Management Board on essential circumstances concerning the activity of the Association.

Remuneration of members of Management Board

Art. 38. (1) Members of Management Board may receive remuneration if so decided by the General Assembly of the Association.

V. Annual Balance Striking

Documents concerning balance striking

Art. 39. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Annually, by the end of February, the Management Board shall prepare an Annual Financial Statement and a report on the performance for the preceding calendar year, and shall submit them to the selected chartered auditor.

Auditing the annual balance striking

Art. 40. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) The Annual Financial Statement as prepared shall be audited by the selected chartered auditor on the basis of the book-keeping and the report on the performance. The Annual Financial Statement may not be adopted if not audited.

Appointment of the Chartered Auditor

(Heading amended by virtue of Resolution of the General Assembly of 25.04.2016.)
Art. 41. (1) (Amended by virtue of Resolution of the General Assembly of 25.04.2016) The chartered auditor shall be determined by the General Assembly.

Accepting the annual balance striking

Art. 42. (Amended by virtue of Resolution of the General Assembly of 25.04.2016) Following the filing of the report of the selected chartered auditor, the Management Board shall review the Annual Financial Statement, the report on the performance, and the report of the chartered auditor, and shall adopt a resolution on convening a regular General Assembly.”

Profit

Art. 43. The Association does not distribute profit.

Association’s Books

Art. 44. (1) Amended by virtue of Resolution of the General Assembly of 25.04.2016) Minutes shall be kept of the meetings of the General Assembly and of the Management Board which shall reflect the deliberations as conducted, the motions and applications as made, and the resolutions as passed. The minutes shall be certified with the signatures of the chairman of the respective body and of the Compliance Officer. The members of the Association and the members of the Management Board may view the contents of the minutes books and obtain copies and excerpts from the minutes.
(2) The Association keeps a book of its members, in which the name, place of business and registered address, the firm case number for court registration and BULSTAT of the members are written down.

VI. Wounding up and Liquidation

Grounds for wounding up the Association

Art. 45. The Association is wound up:
1. With a decision from the General Assembly.
2. If it is declared insolvent.
3. With a decision from the City Court where the Association’s place of business is, in the cases stated in the Act for Legal Entities with Ideal Purpose.
4. (amended with a decision of the GA from 10.12.2007) When an activity of the Association contravenes the Constitution, laws and good manners.

VII. Liquidation

Art. 46. (1) When the Association is wound up, liquidation is done, unless the Association is transformed.
(2) The Management Board carries out the liquidation. It performs the actions provided for by the Commercial Code in regard to liquidation of the Association, cashing its property and paying back its creditors.
(3) The property left after paying the creditors is distributed equally among the members of the Association.

VIII. Transitional and Final Provisions

Art. 47. In regard to interpreting or applying the regulations of the current Articles of Association, the regulations of the common Bulgarian Law are applied, as well as the Act for Legal Entities with Ideal Purpose.
Art. 48. Amendments to the present Articles of Association shall be decided in accordance with Art. 21. and Art. 29. of the Articles of Association.
The current Articles of Association is created and signed in two exact copies – one for BACI and one for the Court.