STATUTE
OF
THE NON-PROFIT ASSOCIATION FOR PUBLIC BENEFIT
“BULGARIAN ASSOCIATION OF GAMBLING ACTIVITIES”
(Adopted by Decision of the Constituent Assembly, held in the city of Sofia on 14/07/2020)
I. GENERAL PROVISIONS
Subject of the statute
Art. 1. (1) This statute regulates the structure, activity and termination of the non-profit legal entity – the non-profit association for public benefit “BULGARIAN ASSOCIATION OF GAMBLING ACTIVITIES”.
(2) The Association is a legal entity, separate from its members, established according to the provisions of the Law for the non-profit legal entities, this Statute and the Decision of the general meeting of the founders. It is determined for carrying out socially beneficial activity.
(3) The association is a holder of all rights and obligations, which are not related to the natural qualities of the natural persons and may own property.
(4) The association forms its property from membership fees, donations, wills, economic activity and other lawful sources.
Title
Art. 2. (1) The name of the association is: Сдружение с нестопанска цел в обществена полза „БЪЛГАРСКА АСОЦИАЦИЯ НА ХАЗАРТНИТЕ ДЕЙНОСТИ”, which can be written in English as “BULGARIAN ASSOCIATION OF GAMBLING ACTIVIES”.
(2) The name of the branches of the association shall be formed by adding “branch” to the name of the association, as well as indicating where the seat of the branch is.
Headquarters and management address
Art. 3. (1) The seat of the association is at: Republic of Bulgaria, city of Sofia.
(2) The management address of the association is at: Sofia, 1407, Lozenets district, 76A James Boucher Blvd., 3rd floor.
Term
Art. 4. The association is not limited by a term or other termination condition.
Purpose
Art. 5. (1) The main goals of the association are: uniting the efforts of the members of the association for sustainable development of the overall process of harmonization of the Bulgarian legislation in the field of gambling, popularization and affirmation of the best practices in the gambling and gaming industry, support of physical education, sports integration, healthcare, education and technology.
(2) The specific goals of the association are expressed in:
1. analysis, explanatory work, staff training, discussion and elaboration of proposals for legislative changes, monitoring and immediate public control of national legislation in the field of gambling, advertising, electronic payments, personal data protection, fair play and responsible gambling;
2. participation in domestic and international programs and projects for promotion and support of harmonization of the Bulgarian legislation with the law of the European Community and with the best European practices in the field of gambling and activities;
3. establishment and development of contacts with non-governmental and international organizations for joint work on creation of specific bills and study of the legislative experience of current members of the European Community in the field of gambling and related activities;
4. combining the national way of life, culture and traditions in the Bulgarian gambling legislation with the European recommendations, values and standards;
5. participation in national and international programs for conducting responsible gaming, reliable payment services, cloud technologies, as well as prevention and treatment of addictions.
Means of achieving the objectives. Rules and procedure for performing public benefit activity
Art. 6. (1) The means by which the association will achieve its goals are:
1. informing the populace through the mass media about public events of the association and other activities, carried out in accordance with its goals;
2. sponsorship of domestic and international public events, organization of trainings, seminars, etc. similar.
3. formation of general and special-purpose monetary funds, where the order for raising the funds in them shall be determined by a decision of the managing board, and in the case of property contributions by the members – by the general assembly.
4. acquisition of assets, which are spent in accordance with this statute and the law.
(2) The association may carry out additional economic activity only if it is related to the subject of the main activity for which it is registered and using the income to achieve the goals defined in the statute.
(3) The economic activity performed by the association shall be subject to the conditions and by the order, determined by the laws, regulating the respective type of economic activity.
(4) The association does not distribute profit.
(5) In order to achieve its goals, the association may form general and specially targeted monetary funds, where the procedure for raising funds in them shall be determined by a decision of the management board, and in the case of property contributions by the members – by the general assembly.
(6) The rules and the order for carrying out of public benefit activity shall be determined in accordance with the purposes and the means of the association. The specific rules for carrying out the public benefit activity are determined on the basis of a decision of the Managing Board of the association.
Subject of Activity. Additional economic activity
Art. 7. (1) The association carries out activity in public benefit, expressed in information, consulting and coordination activity, connected with the strengthening of the rule of law, the principles of the rule of law and of the civil society in the Bulgarian economy related to gambling services and activities.
(2) In order to achieve its goals, the Association may carry out additional economic activity only if it is related to the subject of the main activity for which it is registered and using the income to achieve the goals defined in the statute. The additional economic activity is expressed in:
a) Development and maintenance of an internet platform for the purpose of informing the public;
b) Purchase of equipment and materials for the provision of information and consulting services;
c) Organizing seminars, forums, discussions, trainings and qualification programs for persons offering gambling services and gambling-related activities;
d) Any transactions permitted by law, except those for which the law requires a special organizational form or a special licensing regime.
II. MEMBERSHIP
Membership rights and obligations
Art. 8. (1) The membership in the association is voluntary. Members can be able-bodied individuals – Bulgarian and foreign legal entities alike.
(2) A member of the association may be any person who shares the goals of the association and the means for their achievement, fulfills its statutes and pays regularly his membership fee.
Art. 9. Each member of the association has the right:
1. to participate in the activity of the association and in the work of the General Assembly;
2. to be elected in its governing bodies;
3. to exercise control over the work of the association and the governing bodies;
4. to be informed about the activity of the association;
5. to use the property of the association and the results of its activity.
Art. 10. Each member of the association is obliged:
1. to pay its membership fee annually;
2. to observe the Statute of the association and to work for achieving its goals;
3. to work for raising the public authority of the association.
Art. 11. Membership rights and obligations are non-transferable and do not pass on to other persons in case of death or termination of membership. The exercise of membership rights may be granted to another by authorization under the conditions of Art. 19.
Acquisition of membership
Art. 12. (1) Membership shall be acquired by a decision of the managing board upon a written application of the candidate, addressed to the chairperson of the managing board or to a manager of a branch of the association, declaring acceptance of the statute of the association. When the application is addressed to a branch manager, they shall, within two weeks, request the Management Board to decide on the admission of a new member.
(2) A recommendation from at least one existing member shall be attached to the written application of the membership candidate.
(3) The Management Board shall issue a decision on the applications for membership via open voting by a simple majority within 14 days from the receipt of the application.
Membership termination
Art. 13. (1) The membership shall be terminated:
1. with a unilateral statement of intent to the association;
2. with the death or placement under full incapacity;
3. with exclusion;
4. with the termination of the legal entity – member of the association;
5. in case of dropping out;
6. upon expiration of the calendar year for which no membership fee has been paid.
(2) Upon termination of the membership, the property relations between the former member or his legal successors and the association shall be settled after acceptance of the annual financial report by the general assembly. In case of outstanding obligations of the former member to the association, a set-off is made from his receivables from the association. Determining the amount of the receivable is done by the order of art. 46, para. 3 of these statutes.
(3) The decision for expulsion is taken by the Management Board of the association in the presence of guilty conduct, gross or systematic violation of obligations and damage to the authority of the association, which makes further membership incompatible. The decision for expulsion can be appealed before the General Assembly of the association.
(4) The loss of membership is present when there is a systematic non-payment of membership fees and non-participation in the activities of the association. The resignation is established by the Management Board through the relevant documentation and with a proper decision terminating the membership. The cancellation is not subject to appeal when:
(a) the respective member is in delay of 6 (six) months for payment of a contribution within the term determined by the statute or by a decision of the general meeting;
(b) has suspended its participation in the activities of the association by not attending more than 2 consecutive meetings of the General Assembly of the association.
(5) Upon termination of the membership the association does not owe return of the property contributions. The member who has terminated his membership is obliged to pay the overdue property contributions for the period of his membership, and in case of refusal, the association takes actions for compulsory collection.
III. PROPERTY
Property
Art. 14. (1) The property of the association consists of the right of ownership and other real rights on fixed and current assets, property contributions from the members, receivables and other rights depending on the effective normative acts.
(2) The property shall constitute a single fund and shall be calculated in Bulgarian levs or Euros.
(3) The accounting of the incomes and the expenses of the association shall be kept in accordance with the Bulgarian legislation.
Sources of funding for the Association
Art. 15. (1) All members of the association are obliged to make property contributions in the form of a membership fee. The membership fee amounts to BGN 2,000 (two thousand) and is paid annually. The deadline for the payment of the membership fee is March 31 of the current year to which it refers. Interest equal to the basic interest rate set by the Bulgarian National Bank is due on an overdue membership fee.
(2) The newly admitted members, as well as the founders shall pay the membership fee within 30 days after the occurrence of the membership, in which case the amount of the due contribution shall be calculated in proportion to the remaining months until the end of the year.
(3) By decision of the general assembly, the members of the association may make targeted contributions for achieving a certain goal, determined by the statute or by a decision of the general assembly. In its decision, the general assembly determines the purpose, amount and manner for collecting the contributions. The decision is made by a simple majority of the members of the association.
(4) The members of the association may provide it with funds in the form of a loan or real estate and individually determined movables for rent.
(5) The amount of the interests on the loans or the rents under para. 4 shall be determined by the general assembly of the association.
(6) The Association in the person of the Management Board may receive donations from individuals and legal entities and conclude sponsorship agreements.
Coverage of losses
Art. 16. In case of losses according to the annual balance sheet, the General Assembly may decide to cover them through additional contributions from the members of the association. The decision, which determines the amount of the contribution and the term for its payment, is taken by a simple majority of the members of the association present at the meeting.
IV. MANAGEMENT
Bodies of the association
Art. 17. (1) The supreme body of the association is the General Assembly.
(2) The managing body of the association is the Managing Board.
Composition of the General Assembly
Art. 18. The General Assembly consists of all members of the association. The members of the association participate in the General Assembly in person or through a representative.
Representation
Art. 19. (1) The members – legal entities shall be represented in the General Assembly by their legal representatives or by an explicitly authorized natural person.
(2) A proxy of a legal or natural person may be only a natural person.
(3) The powers of attorney are issued explicitly for participation in the General Assembly of the association, as they can be issued for a limited or unlimited number of meetings of the assembly.
(4) The proxies shall not have the right to re-authorize third parties with their rights.
(5) The proxies may represent only one member of the General Assembly.
Competence of the General Assembly
Art. 20. The General Assembly:
1. amends and supplements the Statute of the association;
2. adopts other internal acts;
3. transforms and terminates the association;
4. accepts and excludes members;
5. elects and dismisses the members of the Management Board and determine their renumeration;
6. appoints and dismisses registered auditors;
7. approves the annual financial report;
8. appoints the liquidators upon termination of the association, except in case of insolvency;
9. considers appeals against decisions of the Management Board for termination of membership;
10. takes a decision for opening and closing of branches;
11. takes a decision for participation in other organizations;
12. adopts the main directions and programs for the activity of the association;
13. approves the budget of the association;
14. takes decisions regarding the due and the amount of the membership fee;
15. accepts the report on the activity of the Management Board;
16. revokes decisions of the Management Board when they contradict the law and the Statute of the association;
17. releases from liability the members of the Management Board.
Holding a General Asssembly
Art. 21. (1) The General Assembly shall be held at least once a year – regular General Assembly.
(2) The General Assembly may be held at any time by the Management Board – Urgent General Assembly.
Convening of the General Assembly
Art. 22. (1) The General Assembly shall be convened by the Management Board with a written invitation. It can be convened at the request of one third of the members of the association.
(2) If within one month from the request for convening a General Assembly the Management Board does not send an invitation to convene a General Assembly, it shall be convened by the court at the seat of the Association at the written request of the interested members or a person selected by them.
(3) The invitation shall contain the agenda, the date, time and place for holding the general assembly and on whose initiative it shall be convened.
(4) The invitation shall be handed to each member of the association personally or shall be sent to their permanent address, respectively the registered address of management, by mail with return receipt or by courier, against a proper document for its delivery, and shall be situated at the place of announcement in the building where the management of the Association is located, at least one month before the scheduled day of the meeting.
Right to information
Art. 23. The written materials related to the agenda of the General Assembly must be made available to the members at the headquarters of the association from the date of sending the invitation to convene the General Assembly until its holding. Upon request, they are presented to each member free of charge.
List of attendees
Art. 24. (1) A list of the present members or their representatives shall be prepared at the sitting of the General Assembly. Members and representatives certify their presence with a signature and identify themselves. The list is certified by the Chairperson and the Secretary of the General Assembly.
(2) The list under the preceding paragraph shall include the members who have declared their presence until the moment of holding the first voting after the establishment of the presence of a quorum.
Quorum
Art. 25. The General Assembly may convene if members representing more than half of all members are present. In the absence of a quorum, the Management Board shall schedule a new meeting within one hour at the same place and with the same agenda, regardless of the number of members.
Right to vote
Art. 26. All members shall have one vote.
Conflict of interests
Art. 27. A member or their representative may not take part in the voting in:
1. filing claims against them;
2. undertaking actions or refusal of actions for realization of their responsibility to the association;
3. resolving issues related to:
(a) their, their spouse or relatives in the direct line – without restrictions, in the lateral line – up to the fourth degree, or by marriage – up to and including the second degree;
(b) legal persons to whom they are a manager of or who may impose or impede decisions.
The majority
Art. 28. (1) The decision of the General Assembly shall be adopted by a majority of those present.
(2) For the decisions under art. 20, item 1 and item 3, a majority of 2/3 of those present is required.
Solutions
Art. 29. (1) The General Assembly may not adopt resolutions concerning issues that have not been published in the invitation, except when more than half of the members are present or presented at the meeting and no one objects to the issues raised being discussed.
(2) The decisions of the General Assembly shall enter into force immediately, unless their effect is postponed or if according to the law they enter into force after promulgation.
Protocol
Art. 30. (1) Minutes shall be kept for the sitting of the General Assembly in a special book. The protocol is kept according to the requirements of the law.
(2) The minutes of the General Assembly shall be signed by the chairperson and the secretary of the meeting, and by the vote counters. A list of those present and the documents related to the convening of the General Assembly shall be attached to the minutes.
(3) Each member present at the General Assembly has the right to request and monitor the accurate recording of the decisions in the minutes.
Management Board
Art. 31. (1) The association is managed and represented by a Management Board.
(2) The members of the Management Board shall be elected by the General Assembly for a term of up to 5 (five) years.
(3) The Managing Board is composed of 3 (three) to 7 (seven) members, who are members of the association.
(4) A member of the Management Board may also be a legal entity – a member of the association, as at the meetings of the Board it is represented by its legal representative or an explicitly authorized natural person.
(5) The first Management Board, determined in the memorandum of association consisting of three members, shall have a mandate of three years.
(6) The members of the Management Board may be re-elected without restriction.
Art. 32. (1) The members of the Management Board or the natural persons, who represent the legal entities, members of the Council, must:
1. have appropriate professional qualification and experience or to carry out directly or indirectly gambling or gambling-related activity;
2. have not been sentenced to imprisonment for an intentional crime of a general nature.
Rights and obligations of the Management Board
Art. 33. (1) The members of the Management Board shall have equal rights and obligations regardless of the internal distribution of the functions between the members and the decisions with which the right of management is granted.
(2) The members of the Management Board are obliged to perform their duties in the interest of the association and to keep the secrets of the association even after they cease to be members of the board.
(3) The Management Board shall adopt rules for its work and shall elect a Chairperson and a Deputy Chairman from among its members.
(4) The Managing Board shall convene at regular meetings at least once every three months to discuss the condition and development of the association.
(5) Each member of the Council may request the Chairperson to convene a meeting to discuss individual issues.
(6) The managing board ensures the management and protection of the property of the association.
(7) The Managing Board adopts the organizational and management structure, the procedure for appointment and dismissal of the staff, the rules for the salary and other internal rules of the association.
(8) The Managing Board shall take decisions for acquisition, expropriation and encumbrance of real estate and establishment of real rights over them, as well as their renting for a term of more than one year.
(9) The Managing Board determines the order and organizes the performance of the activity of the association.
(10) The Managing Board prepares and submits to the General Assembly a report on the activity of the association.
(11) The Management Board shall prepare and submit to the General Assembly a draft budget.
(12) The Management Board shall ensure the implementation of the decisions of the General Assembly.
(13) The Management Board discusses and resolves all other issues, except those that are within the competence of the General Assembly.
Quorum and majority
Art. 34. (1) Decisions may be taken if more than half of the members of the Management Board are present, personally or represented by another member of the board. No member present may represent more than one absent member.
(2) The decisions shall be taken by a simple majority, except in the cases provided in art. 33, para. 8 and 9 of the Statute, which are taken by a majority of all members.
(3) The Management Board may take decisions in absentia, if all members have been notified in writing of this way of voting and no one has objected. A person is also considered attending if they have a two-way telephone call or by other means of communucation, guaranteeing the establishment of their identity and allowing their participation in the discussion and decision-making. The vote of this member shall be certified in the minutes by the Chairperson of the meeting.
(4) Except for the cases explicitly indicated in this Statute, the Management Board shall take a decision unanimously for:
1. significant change of the activity of the association;
2. significant organizational changes;
3. long-term cooperation of essential importance for the association or termination of such cooperation;
4. participation in programs, competitions, partnerships and/or procurements;
4. making a decision for a proposal before the General Assembly for establishing a branch.
Art. 35. The Management Board is obliged to periodically prepare the reporting information provided in the Accounting Act for the activity of the association in compliance with the principles of openness, reliability and timeliness.
Responsibility of the members of the Management Board
Art. 36. (1) The members of the Management Board shall bear joint and several liability for their actions, by which they damage the interests of the association and shall give a guarantee for their management.
(2) Each of the members of the Council may be released from liability if it is established that there is no guilt for the occurred damages.
Chairperson
Art. 37. (1) The Management Board assigns the management of the association to one of its members – Chairperson.
The Chairperson may be replaced at any time. They are obliged at any time to immediately report to the Board of Directors the circumstances that have occurred, which are essential for the association.
(2) The Chairperson has the right to perform all actions and transactions, which are related to the activity of the association, to represent it and to authorize other persons to perform certain actions. The Chairperson has no right to expropriate and encumber the real estate of the association, unless he is explicitly authorized to do so by the Board.
(3) The Chairperson:
1. organizes the implementation of the decisions of the Management Board;
2. organizes the activity of the association, carries out its operative management, ensures the management and protection of its property;
3. concludes the employment contracts with the employees of the association, except with those, who are appointed by the Managing Board;
4. represents the association and performs the functions assigned to it by the Management Board.
5. reports immediately to the Management Board on significant circumstances concerning the activity of the association.
V. COMPLETION YEAR
Documents on the completion year
Art. 38. By the end of February each year, the Management Board shall prepare an annual financial report and an activity report for the past calendar year and shall submit them to independent auditors in the cases provided by law.
Contents of the activity report
Art. 39. The activity report shall describe the course of the activity and the condition of the association and shall explain the annual financial report.
Appointment of independent auditors
Art. 40. (1) In cases when the law requires performing an obligatory independent audit, the registered auditors shall be determined by the General Assembly.
(2) When the General Assembly has not elected a registered auditor by the end of the calendar year, they shall be appointed by the Management Board.
Acceptance of the completion year
Art. 41. The annual financial report, the activity report and the report of the registered auditor shall be adopted by the Management Board, after which they shall be submitted for discussion at the regular General Assembly convened for this purpose.
Mandatory reporting information
Art. 42. Pursuant to the provisions of the Law for Accounting, the association will prepare reporting information in compliance with the principles of openness, reliability and timeliness.
Dividends
Art. 43. The association does not distribute profit.
Books of the Association
Art. 44. (1) Minutes shall be kept at the meetings of the General Assembly and of the Management Board, in which the discussions, the proposals and applications made and the decisions taken shall be reflected. The minutes shall be certified by the signatures of the Chairperson of the respective body and of the minute recorder and shall be bound in special books. The books are kept by the Chairperson of the respective body. The members of the association and the members of the Management Board can get acquainted with the content of the protocol books and receive transcripts or extracts from the protocols.
(2) The Association keeps a book of its members, in which the names and addresses of all members, PIN, profession and occupation, as well as the name, the seat and the address of management, the company file for court registration and BULSTAT of the members – legal entities are recorded.
VI. TERMINATION AND LIQUIDATION
Grounds for termination
Art. 45. The association is terminated:
1. by decision of the General Assembly;
2. upon declaring it bankrupt;
3. by decision of the district court at the seat of the association in the cases determined by the Law on Non-Profit Legal Entities.
Art. 46. (1) Upon termination of the association liquidation shall be carried out, except in the cases of transformation of the association.
(2) The liquidation shall be carried out by the Management Board of the Association. It performs the actions provided by the Commercial Law for liquidation of the association, liquidation of its property and satisfaction of the creditors of the association.
(3) The property remaining after satisfaction of the creditors shall be distributed in compliance with the rules of the Law for the Non-profit Legal Entities.
(4) The persons, who have acquired property according to the previous paragraph, shall be responsible for the obligations of the association up to the amount of the acquisitions.
VIII. TRANSITIONAL AND FINAL PROVISIONS
Art. 47. Changes in the present Statute may be made by the order provided in it and in the Law for the Non-profit Legal Entities.
Art. 48. The provisions of the general Bulgarian civil legislation and the provisions of the Non-profit Legal Entities Law shall apply to the interpretation or application of the provisions of this Statute.
This Statute was adopted unanimously by all present founders of the Constituent Assembly of the non-profit association for public benefit “BULGARIAN ASSOCIATION OF GAMBLING ACTIVITIES”, held on 14/07/2020 in Sofia, in the assurance of which they signed under this Statute.
FOUNDERS:
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1. for “SPORTAL.BG” Ltd. with UIC 200818004 – Stilian Shishkov (by authorization)
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2. for “ADM CONSULT” Ltd. with UIC 205672438 – Miglena Dimitrova (by authorization)
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3. for “DIGITAL ID” Ltd. with UIC 200500324 – Martin Petrov (by authorization)