ARTICLES OF ASSOCIATION
OF “BULGARIAN SCAFFOLDING ASSOCIATION”
(Ratified by the General meeting on 29.04.2014 in Sofia)

DOWNLOAD ARTICLES OF ASSOCIATION OF BAS

I. GENERAL PROVISIONS

Article 1 (1) This Articles of association settles the organization, activity and termination of the ASSOCIATION “BULGARIAN SCAFFOLDING ASSOCIATION” called hereafter “the Association” in short, in compliance with the requirements of the Law for non-profitable legal entities (LNPLE) and the other regulative statutes in the country.
(2) The Association is a voluntary non-governmental governance of physical and legal entities whose professional activity or interests concern production, distribution, sale, giving for rent, installation and others in the field of scaffolding in Bulgaria.
(3) The Association carries its activity in relation to production, distribution, sales, giving for rent, fixing and others in the field of scaffolding in Bulgaria in cooperation with the Bulgarian chamber of industry, the Chamber of construction in Bulgaria and all other professional associations, distributors, suppliers, salesmen, renters and scaffolding installers, as well as with European and international organizations whose activity is in the sphere of scaffolding.
(4) The Association works in cooperation with all state organs whose activity affects and influences the field of scaffolding, including the Ministry of economics, energetics and tourism; the Ministry of healthcare, the Regional health inspectorate, the Ministry of education and others.
(5) Every written statement on behalf of the Association must include its name, headquarters, address, as well as data about its registration together with BULSTAT/EIK number.
Article 2 (1) The Association is a non-profitable legal entity in compliance with the LNPLE and its property is separate from that of its members.
(2) The Association is defined as an organization for carrying out an activity for private benefit while complying with the following principles:
1. Professional ethics;
2. Professional competence and responsibility;
3. Conscientiousness, integrity, decency;
4. Coordination, loyalty and support;
5. Transparency and accountability in spending the finance of the Association.

II. NAME, HEADQUARTERS AND ADDRESS OF MANAGEMENT
Article 3 The name of the association is “BULGARIAN SCAFFOLDING ASSOCIATION” and abbreviation BSA written in English Bulgarian Scaffolding Association (BSA), and in Gemran - Bulgarische Gerüstbau Verband (BGV).
Article 4 The headquarters and address of management of the association is: 30 “21 century” Str., office 2.8, “Vitosha” l.q., 1700 Sofia, Bulgaria
Article 5 The existence of the Association is not restricted in relation to time or another cause for termination.

III. GOALS, MEANS FOR ACHIEVING THEM AND INDUSTRIAL ACTIVITY
Article 6 The Association sets the following goals:
1. Supporting and protecting the interests of the members of the Association;
2. Helping the specialists who work in the field of production, distribution, sale, giving for rent, installation and others in the field of scaffolding in Bulgaria to gather knowledge and qualification;
3. Improving contacts and cooperation between non-governmental organizations, local authorities, business and citizens;
4. Support in starting cooperation between workers in the fields of scaffolding and/or other spheres of activity and specialties for exchange of experience and application of positive practices and methods of work in the field of scaffolding;
5. Helping the development of and compliance with professional ethics and standards for work with scaffolding in the country;
6. Spreading in the community the need for meeting standards for work with scaffolding and developing this activity;
7. Supporting and coordinating common business, technical, economic and social interests of the members of the Association, including representation, protection and assertion of the interests of its members;
8. Keeping in constant contact with the members of the Association and foreign associations by helping communication, exchange of experience, good practices, European standards and requirements, knowhow and others in relation to developing and improving the work of the members of the Association in the field of scaffolding in Bulgaria.
9. Supporting, coordinating and guiding the members of the Association in applying European regulative requirements and implementing them in complying with the specifics of the national practices in the field of construction, services and installation of scaffolding.
10. Achieving uniform rules for using scaffolding and unifying the contents of professional courses and degrees of qualification with the European ones.
Article 7 The means through which the Association will achieve its goals are:
1. Providing free access and information on issues and good practices in the scaffolding industry;
2. Setting and spreading ethical norms for work in the field of scaffolding by supporting the members of the Association in implementing them;
3. Setting standards, practices, general provisions and other regulative documents in relation to creating and unifying the practices and procedures for issuing a license for carrying out production, distribution, sale, giving for rent, installation and others in the field of scaffolding in Bulgaria;
4. Setting standards, practices, general provisions, guidelines, criteria and others in relation to building a scaffolding;
5. Setting standards, practices, general provisions and others in relations to the requirements for safe working conditions in the field of scaffolding;
6. Helping state organs in exerting control and implementing regulative rules for complying with European and national requirements for work in the field of scaffolding in Bulgaria;
7. Writing teaching programs and methodologies of teaching for preparing specialists in the field of installing a scaffolding in Bulgaria, including for postgraduate studies, professional qualification, requalification and others;
8. Holding independent courses and/or with another organization for higher professional qualification and requalification of workers in the field of scaffolding. Thus the Association can carry out actions for gathering the necessary licenses from state organs and can issue certificates for attending a training course;
9. Making and affirming guidelines for extrajudicial arrangement of disagreements in a conciliatory and friendly way with and between companies in the field of scaffolding in Bulgaria;
10. Making popular the achievements and works among workers in the field of scaffolding, non-governmental organizations and state organs;
11. Organization and participation in national and international forums in the field of scaffolding;
12. Cooperation and exchange of experience with organizations, institutions, individuals and legal entities with similar objectives;
13. Organization, participation and financing projects and activities for achieving objectives independently or together with third parties;
14. Writing positions on practical issues of organizing the work in the field of production, distribution, sale, giving for rent, installation and others in the field of scaffolding in Bulgaria;
15. Informing state organs about all issues in relation to safe working conditions and good practices in the field of scaffolding, including the distribution of necessary literature;
16. Publishing and distribution of scientific and practical literature in the field of scaffolding;
17. Cooperation with printed and electronic media for creating purposeful programs about the need for implementing and meeting professional standards in the field of scaffolding;
18. Writing projects and participation in developing programs financed by funds of international and national organizations, EU, EUF, EBD and others.
19. Signing contracts in the field of the competence of the Association.
20. Setting up regional representative agencies in all cities in the country.
21. Supporting initiatives of members of the Association who are of mutual interest for all involved in the field of the scaffolding industry.
Article 8 (1) The Association carries out its activity in compliance with the Constitution of the Republic of Bulgaria and the functioning regulative statutes in the country.
(2) The activity of the Association is independent from any party or organization which carry out political activity or are somehow connected with political parties. Organizational structures of political parties and political organizations cannot be set up in the Association.
Article 9 (1) For achieving the goals of the Association additional industrial activity can be carried out that is closely linked to its main activity.
(2) The subject of the additional industrial activity of the Association is: publishing activity, organizing national and international forums, as well as any other industrial activity aiming at supporting the achievement of its goals that is linked to the main activity of the Association.
(3) The industrial activity carried out by the Association adheres to the conditions and order stipulated by the respective legislation which regulates the respective type of industrial activity.
(4) The Association does not distribute profits and all revenues from its industrial activity are used for achieving the goals of the Association stipulated in this Articles of association.

IV. PROPERTY OF THE ASSOCIATION
Article 10 (1) The property of the Association is formed by:
1. Initial fees from members;
2. Annual membership fee;
3. Fees for special purposes;
4. Donations and wills;
5. Revenues from additional industrial activity;
6. Other revenues of the Association.
(2) The property of the Association includes funds, real estate and movables, equities, objects of intellectual property and other rights acquired by the functioning legislation.
(3) The size of the initial fee, annual membership fee and the fees for special purposes paid by members of the Association is determined with a decision of the Managing board of the Association which defines also the deadline for paying the fees.
(4) The Association represented by the Managing board can accept donations and legacy only if the will of the donors and legators complies with the goals of the Association and the donations are spent in conformation with this will. The Managing board can also sign contracts for sponsorship with individuals and legal entities.
(5) The property of the Association is used exclusively for achieving its goals.
(6) The Association is responsible for its debts with its property.
(7) The members of the Association are not responsible for the debts of the Association.
(8) All actions for acquiring rights, debts, managing and dealing with property are done by the authorized organs and according to the order stipulated in the Articles of association or the other in-house statutes of the Association.

V. MEMBERSHIP, RIGHTS AND OBLIGATIONS
Article 11 (1) Membership in the Association is voluntary and is based on common interest of members.
(2) Member of the Association can be any functional individual and/or legal entity or organization, including a foreign individual or legal entity which meets the requirements for the particular type of membership and whose professional activity or interests involve production, distribution, sale, giving for rent, installation and others in the field of scaffolding in Bulgaria.
Article 12) The members of the Association can be regular, associated and honorable.
Article 13 (1) Well-established prominent figures with merits in the field of scaffolding and similar activities can be honorable members of the Association.
(2) The honorable members are sent an invitation/decision made by the Managing board/General meeting of the Association. They are accepted at the moment of receiving a written consent for membership;
(3) The honorable members do not pay membership fee. They have all rights and obligations of the other members, including the right to make a statement at the General meeting.
Article 14 (1) All members of the Association have the right to be informed about its activity, to use the property, the results of its activity and all services provided by the Association according to the order stipulated in this Articles of association.
(2) Each member has the right to take part in the events organized by the Association, as well as in the General meeting.
(3) Each member has the right to make proposals for changes in the agenda and work of the Association.
(4) Each member has the right to receive methodical help.
Article 15 Initially regular members are the founders of the Association. Each regular member has the right to:
(1) one vote in the General meeting in making decisions;
(2) take part in electing managing organs, as well as to be elected in the managing organs of the Association;
(3) exert control on the work of the Association and the managing organs.
Article 16 Each associated and honorable member has the right:
(1) to attend the gatherings of the General meeting of the Association;
(2) to make a statement in the managing organs of the Association;
(3) to make a statement in discussing issues from the agenda;
(4) to make proposals to the Managing board about an issue or issues to be part of the agenda of the General meeting;
(5) to be elected as a regular member of the General assembly.
Article 17 (1) The members of the Association are obliged to:
1. take active participation in achieving the goals and accomplishing the goals of the Association.
2. spread the issues arising at work with a scaffolding, the opportunities for new methods of work with scaffolding, to make the public familiar with world achievements in the field of scaffolding;
3. take part in discussing the policy and practice of the Association;
4. be available when a decision on a particular issue is taken and express an opinion;
5. provide information periodically about the results of his own work assigned by the managing organs of the Association;
6. work taking necessary care for forming common will based on the common interests of the members, by developing their activity in the spirit of unity, mutual respect and understanding.
7. implement the decisions of the Association made according to the appropriate order.
Article 18 (1) The rights and obligations of the members cannot be transferred or inherited.
(2) When the nature of rights and obligations does not refer to the personal qualities of a particular member of the Association, they can be authorized to another individual;
(3) legal entities which are members of the Association are represented by their legal representatives or authorized individuals;
(4) Authorization from a member of the Association – an individual or a legal entity – is done in a written form without notary verification of the signature.
Article 19 (1) Each applicant for membership in the Association sends a letter of application to the Managing board of the Association with personal data:
1. Wish to be accepted as a member of the Association.
2. Nature of his professional activity.
3. Type of membership he applies for.
4. Declaration for accepting this Articles of association.
(2) The Managing board makes the decision about the request of the applicant within a month by sending a written answer or mail to the applicant.
(3) The legal membership relation starts from the moment of approving the request of the applicant by the Managing board.
Article 20 (1) Each associated member can become a regular one according to the general order. He is not required to pay again the initial fee but only the difference between the fee for associated membership and the annual fee for regular membership.

VI. TERMINATION OF MEMBERSHIP
Article 21 (1) Membership in the Association is terminated with:
1. One-side written statement of will sent a month beforehand and after completing all obligations to the Association at the moment of submitting the notice - from the date of coming into force of the decision of the Managing board for terminating membership.
2. Death or putting under guardianship – from the date of the respective event;
3. Exclusion – from the date of coming into force of the decision of the Managing board;
4. Termination of the legal entity – from the date of registering the termination in the respective registrar;
5. Dropping out – from the date of coming into force of the decision of the Managing board;
6. In case that an associated member fails to fulfil his obligation for paying membership fee in the due time set by the Managing board and after written invitation from the Chairperson – from the date of coming into force of the decision of the Managing board.
(2) A member whose membership has been terminated based on any of the grounds listed above, cannot ask for a refund of the membership or other fees he has paid.
(3) A decision for exclusion is made by the Managing board of the Association in the following cases:
1. behavior of the respective member which makes his future membership impossible;
2. systematic failure to participate in the activity of the Association which is proven with documents of the Association;
3. serious violation of the Articles of association;
4. failure to fulfil obligations resulting from the General meeting or the managing organ.
Article 22 In the cases when a regular member fails to pay the due membership fee in the time set by the Managing board and after a written invitation from the Chairman, the regular member loses his status and acquires the status of an associated member after a decision of the Managing board.
Article 23 Decisions concerning the above-mentioned items can be disputed by the interested member within 7 (seven) days after announcing them before the General meeting of the Association and not later than a year from the date of the decision.

VII. ORGANS OF THE ASSOCIATION
Article 24 (1) Organs of the association are:
1. General meeting of the members.
2. Managing board.
3. Chairman of the association.
(2) The General meeting is the supreme organ of the association.
(3) The Managing board is the managing organ of the association.
(4) The chairman represents the association before third parties.
General meeting
Article 25 The General meeting is made up of the regular, associated and honorable members of the association.
Article 26 (1) Competence of the General meeting:
1. Amends and completes the Articles of association;
2. Elects and dismisses the Chairman and the members of the Managing board.
3. Makes the decisions for opening and closing branches and regional agencies;
4. Makes the decision for participation in other organizations;
5. Makes the decision for transforming or terminating the association;
6. Ratifies the general guidelines and programme of the activity of the association;
7. Ratifies the budget of the association;
8. Ratifies the annual and other reports of the activity of the Chairman and the Managing board and releases them from responsibility;
9. Revokes decisions of the other organs of the association which contradict the law, the Articles of association or other in-house statutes;
10. Ratifies the annual programme for the activity of the association;
11. Affirms the costs made.
(2) The decisions of the General meeting in article 1 are discussed by all members of the association, the associated and honorable members have the right to make a statement and the decisions are made with the vote of the regular members of the association. The decisions made are obligatory for all members of the association and for its organs.
(3) The decisions of the General meeting are subject to judicial control in reference to their lawfulness and compliance with the Articles of association.
Article 27 (1) The General meeting is summoned by the Managing board.
(2) The regular General meeting is summoned at least once a year.
(3) Extraordinary general meeting can be summoned by the Managing board, the Chairman or due to the wish of one third of the members of the association. If in this case the Chairman of the Managing board does not sent a written invitation for summoning the General meeting within two weeks after the wish is expressed, the General meeting is summoned by the court at the headquarters of the association based on a written request sent by the interested members or an individual authorized by them.
(4) The invitation has to list the agenda, date, time, place for holding the General meeting and who initiates it.
(5) The invitation is written and placed on the notice-board in the building of the headquarters and the address of managing the association and is sent to the address of every member at least a month before the day planned.
Article 28 (1) The General meeting is legal if attended by more than half of all members.
(2) In lack of quorum the meeting is postponed with an hour and is held at the same place, with the same agenda irrespective of the fact that the members present are less than half of all members.
Article 29 (1) Individual – a regular member of the association, has no right to vote in discussing issues in relation to:
1. himself, his wife/her husband or a close relative – without restrictions, family relation – up to fourth degree or by marriage – up to second degree;
2. legal entities in which he is the manager or can impose or prevent making a decision;
(2) the attorneys of the legal entities – members of the association, they have no right to vote in discussing issues concerning relations of the association with the legal entities representing them or other legal entities carrying out an activity similar to that of those represented by them;
(3) on the ground of a letter of attorney a regular member of the association can represent in the General meeting not more than three other members. Giving again power of attorney or giving such to individuals who are not members of the association is inadmissible;
(4) Legal entities – members of the association are represented in the General meeting by their legal representatives or an attorney by applying the previous item.
Article 30 (1) The decisions of the General meeting are made with majority of the present regular members.
(2) Decisions of the General meeting about amendments in the Bylaws of the Association are made with majority 2/3 of the present regular members.
(3) Decisions of the General meeting about transforming or terminating the association are made with majority 2/3 of the present regular members.
(4) the General meeting cannot make decisions which are not part of the agenda listed in the invitation for the meeting.
(5) Voting on all issues of the agenda is open apart from the election of the members of the organs of the association.
(6) the General meeting itself decides whether voting the election of a member of the Managing board of the association should be open or secret.
(7) the General meeting is chaired by the Chairman of the association or a chairperson elected among its members by the meeting.
(8) the minutes is kept by the secretary elected by the General meeting and is signed by him, the Chairperson of the meeting and members counting the votes.
(9) votes are counted by members elected by the General meeting for the particular occasion.
(10) the event of the General meeting can be recorded also on electronic appliances for which the meeting makes a decision before opening the event.
(11) at the event of the General meeting a list of the attending members or their representatives is made.
(12) the members and representatives certify their presence by signing and showing their ID. The list is made by the chairperson or the secretary of the General meeting.

Managing board
Article 31 (1) the Managing board is made up of 3 (three) members elected initially by the founders of the association and after that by the General meeting among all members of the association.
(2) the term of office of the members of the Managing board is 5 (five) years with the right of reelection. In the lack of a new election the term of office of the Managing board is prolonged automatically.
Article 32 (1) Competence of the Managing board:
1. Makes decisions concerning the headquarters and address of managing the association.
2. Sets up permanent work groups or other additional organs.
3. Makes decisions for exclusion or dropping out of members of the association.
4. Makes decisions for premature termination of the term of office of members of organs of the association due to the occurrence of an objective inability to perform their functions and elects temporary members to perform these functions.
5. Defines the number, type and name of the permanent work groups of the association.
6. Makes decisions for the size of the initial and annual membership fee.
7. Makes decisions on all issues which, by law and in compliance with the bylaws, do not follow the rights of another organ and ratifies in-house statutes.
Article 33 (1) The meetings of the Managing board are held and chaired by the Chairman.
(2) When the Chairman is absent the meeting is chaired by a deputy appointed by the Chairman.
(3) Based on a written request from two-thirds if the members, the Chairman is obliged to summon the Managing board. If he does not carry out this duty within a week, the Managing board can be summoned by any of its interested members.
(4) The Managing board can make decisions if more than half of its members attend the meeting.
(5) An attendant is also an individual who has telephone or other connection that guarantees the certification of his identity and allows his participation in discussing and making decisions. The vote of such member is certified in the minutes by the person chairing the meeting.
(6) Decisions are made with majority of the attendants apart from the decisions for determining a liquidator – with majority of all members.
(7) The vote is open.
(8) The Managing board can meet from a distance, through an electronic connection or make decisions without holding a meeting if the minutes of the decisions made is signed without remarks or objection by all its members.
Article 34 (1) The association is represented by a Chairman – an individual elected initially by the founders of the Association and after that by the General meeting.
(2) The Chairman is helped in his activity by a deputy chairman appointed by him. (3) The term of office of the Chairman is 5 (five) years with the right of reelection. In case of a lack of new election, the term of office of the Chairman is prolonged automatically.
Article 35 Competence of the Chairman of the association:
1. Organizes and guides the activity and chairs the meetings of the Managing board in compliance with the decisions of the General meeting, the Managing board, this bylaw and the law.
2. Manages and deals with the property of the association by meeting the requirements of the law, the bylaws and the decisions of the General meeting.
3. Represents the Association before third parties and obliges it with his signature.
4. Carries out the operational management of the activity, assigns tasks, leads, coordinates and controls the completion of the tasks by the authorized individuals and employees of the association.
5. Signs employment contracts and dismisses employees of the association.
6. Signs deals in the additional object of activity, manages the funds of the association and keeps the records.
7. Reports his activity before the Managing board.
8. Prepares a draft budget for the General meeting.
9. Writes and submits in the General meeting a report of his activity and that of the association.
10. Approves of the payroll of the Association and the employees’ payment.
Article 36 (1) The term of office of the Chairman or a member of the Managing board can be terminated preliminary in case of:
1. Death of an individual – from the date of death.
2. Dismissal – from the date the respective decision of the Managing board or the General meeting comes into force.
3. Objective inability to perform his functions – from the date of coming into force of the decision of the Managing board for ascertaining the objective inability.
4. Exclusion or dropping out – from the date of terminating the membership.
(2) In preliminary termination of the term of office of a member of the Managing board the General meeting elects another member who finishes the term of office.
(3) Until holding a General meeting the Managing board elects among its members an individual who takes the functions of the person whose term of office has been terminated preliminary.
Article 37 (1) All decisions of the organs of the association, made in contradiction with the law, bylaws and the decisions of the General meeting and the Managing board, can be objected before the General meeting as requested by the interested members of the association or its organ. The request must be sent within a week after learning about the decisions, but not later than a year from the date of making the decisions.
(2) Disagreement concerning the item listed above can be raised in court by any interested individual within a month after learning about the decisions, but not later than a year from the date of making them.
(3) When there is a contestation before the General meeting and in court, if the decision of the General meeting contradicts the court ruling, the latter is applied.

VIII. TERMINATING THE ASSOCIATION
Article 38 (1) The association is terminated with:
1. Decision of the General meeting;
2. Decision of the District court according to the headquarters of the association in the case provisioned in the law.
Article 39 (1) In terminating the association liquidation is done.
(2) In cases of termination the liquidation is done by the Managing board or a person appointed by it. (3) If a liquidator is not appointed according to the order of item 2, as well as in the case of article 30, item 1, point 2, he is appointed by the Regional court of the headquarters of the non-profitable legal entity. (4) In relation to insolvency, the order for liquidation and the rights of the liquidator, respectively the regulation of the Law of trade are applied. Concerning the non-profitable legal entities the court insolvency statutes subject to registration in the trade registrar are registered in the registrar of non-profitable legal entities and published in “State gazette”, whereas the statutes subject to declaration in the trade registrar are published in “State gazette”.

Article 40 (1) If another decision has not been made by the General meeting of the association for distributing the property after satisfying the creditors, it is donated by the liquidator to another association with similar non-profitable activity, after duly paying the liquidator. (2) If there are no individuals in item 1 or they are undefinable, the property is transferred to the municipality at the headquarters of the non-profitable legal entity. The municipality is obliged to use it for an activity possibly closest to that of the terminated unprofitable legal entity. (3) The individuals who have acquired property as a result of the liquidation in the previous items are responsible for the debts of the terminated non-profitable legal entity up to the size of the acquired property.

Article 41 After distributing the property, the liquidator is obliged to ask for eliminating the registration of the association in the respective registrar at its headquarters. IX. TRANSITIONAL AND FINAL REGULATIONS
Article 42 The financial year of the association coincides with the calendar year.
Article 43 For all issues without provisions in the bylaws here the regulations stipulated in the respective laws of the Republic of Bulgaria are applied.

This bylaw was ratified at the General meeting of “BULGARIAN SCAFFOLDING ASSOCIATION” held in Sofia on 29.04.2014 and is an inseparable part of this meeting.

FOUNDERS:
1. Ivo Minkov Dochev.
2. Martin Metodiev Hristov
3. Nikolay Yanchev Kolev