ARTICLES OF NON-PROFIT ASSOCIATION „ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS”

I.FUNDAMENTAL PROVISIONS

Art. 1 „ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS“ is a non-profit legal entity, an association which, in accordance with the provisions of this Statute, unites its members on a voluntary basis on a voluntary basis.

Art. 2 The association is established as an organization for performing public benefit activities. The name of the association is"ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS"and is registered under the Law on Non-Profit Legal Entities and carrying out its activity in accordance with the provisions of the current Bulgarian legislation.

The name of „ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS“/„АСОЦИАЦИЯ НА ОПЕРАТОРИТЕ НА ИНСТАЛАЦИИ ЗА УНИЩОЖАВАНЕ НА ОТПАДЪЦИ И СЖП” can be abbreviated as АОИУОСЖП.

The name of the association can be written in Latin as follows ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS, in abbreviation AOWABPDI.

Art. З The association is established for an indefinite period.

Art. 4 SEAT AND REGISTERRED OFFICE.

4.1 The seat of the association is in Sofia, Bulgaria, and

4.2 The registered office is in Sofia, Bulgaria, 24B General Parensov Str., ground floor, аp. 1

  1. II. GOALS AND MEANS. SUBJECT OF ADDITIONAL ECONOMIC ACTIVITY

Art. 5 The goals of association are:

  • • To stimulate and unite the efforts of the community of operators for permanent destruction of waste and Animal-By-products with those of state and municipal bodies and organizations, physically and legally, to promote their professional development, specialization and improvement, and to support personal growth and development of society.
  • To unite, while promoting differences, and represent persons who deal with waste disposal that are not recyclable and animal by-products, or are in the process of training for implementation and the stages of processes, Bulgarian and European legislation, research works, for the sake of the professional and personal development of their members.
  • To contribute to the promotion, dissemination and development of up-to-date achievements in the field of non-recyclable waste and animal by-products disposal on the territory of the Republic of Bulgaria.
  • To support the interests and protection of the rights of people involved in the non-recyclable waste and animal by-products disposal, and other related activities, including researchers and process engineers working in the field of process optimization;
    • To organize conferences and trainings with a view to increasing knowledge and understanding of the processes, both of operators carrying out non-recyclable waste and animal by-products disposal, as well as of the society in all formats;
    • To coordinate the preparation and improvement of the qualification of individual members of the association and other persons;
    • To coordinate donation initiatives;
    • • To organise discussions on the non-recyclable waste and animal by-products disposal methods, with a view to fully manage waste disposal and animal by-products and conservation processes and, where appropriate, to restore environmental balance. To issue opinions to serve all stakeholders in the field, including governmental and municipal authorities, laboratories, research and development centers, on avoiding existing and/or emerging issues related to non-recyclable waste and animal by-products, mainly through their disposal;
    • To assist in participation in local and international conferences, trainings, workshops, discussions, to produce and issue opinions on draft regulations, strategies, programs and plans relating to the activities of civil organizations;
    • To establish and interact with other national and international organizations with similar objectives and activities;
    • To organize and assist for the organization of meetings, workshops and conferences in the field of non-recyclable waste disposal; collection, archiving, dissemination of information and statistics on the events organized by the association, as well as other scientific achievements, amendments to the regulations and events.
    • To contribute to personal, professional and organizational development in the field of waste disposal and creating lasting habits and waste and animal by-products management culture, and ultimately to contribute to improving the quality of life of Bulgarian citizens, as well as maintaining a healthy environment and re-establishing the environmental balance.

     

    Art. 6 .1) Means for achieving the goals of the Association:

    • To adopt and request compliance with the training and practicing standards in the field of non-recyclable waste and animal by-products disposal and other accompanying activities commensurate with European and global standards;
    • To organize and fund the development and implementation of projects, independently or jointly, with other governmental and non-governmental organizations and institutions.
    • To cooperate, coordinate and provide mutual assistance with local, national and international organizations with similar objectives and tasks.
    • To facilitate access to and dissemination of knowledge in the field of non-recyclable waste and animal by-products disposal, types of technologies and the environmental impact
    Organizes and conducts meetings for exchange of experience, consultations, supervision, educational and qualification and scientific courses, seminars, conferences, congresses, supports research organizations, scientists to carry out developments to optimize processes and
    • improve the quality of work of the technique used, and others;
    • To provide methodological, advisory assistance and assistance to individuals, professional communities, governmental and non-governmental organizations, private natural persons and legal entities and other applicants;
    • To expresses the opinion of the community of the entities dealing with non-recyclable waste and animal by-products disposal and accompanying processes relating to any issues for determining social policy and legislation in this field. In this regard, to analyse and be informed about the relevant legislation regarding the activities of the operators applicable on the territory of the Republic of Bulgaria and the European Union, the prepared and discussed changes to the legal framework;
    • To collect and analyze information about existing technologies and equipment for non-recyclable waste and animal by-products disposal, and about the accompanying activities;
    • To organize exchange of experts and to support of projects related to the activity of the association.
    • To generate a fund and database of specialized literature, and to assist in their publishing and promotion.
    • To produce information materials for the promotion of the activity of the association.
    • To organize and hold various events.
    • To receive donations from Bulgarian and foreign natural persons and legal entities corresponding to the objectives and tasks of the association.
    • To represent its members in the country and before foreign institutions and organizations.

     

    Art. 6.2) The financial means for achieving the stated goals are raised from:

    1. 1. membership fee after taking a decision of the general meeting;
    2. 2. revenues from advertising, television and other distribution rights;
    3. 3. donations and sponsorship;
    4. 4. funds provided by the state and the municipalities;
    5. 5. management of own property;
    6. 6. funds provided by international organizations.

     

    Art. 7 Subject of additional economic activitycollection and dissemination of professional, technical, commercial, legal and economic information in the field of disposal of non-recyclable waste and other related activities, publishing, conducting research and research in this field, organization of courses and seminars, as well as other economic activity in accordance with the goals and means of the Association, and the revenues from this activity will be used to achieve the goals defined by this Statute.

    III. MEMBERSHIP. RIGHTS AND OBLIGATIONS

    Art. 8 Membership in the association is voluntary. A member of the association can be any natural person and / or legal entity that advocates, supports and promotes the development of the disposal of non-recyclable waste and Animal-By-products, the development of technology and research and development in this area.

    Art. 9 New members of the association are accepted on the basis of a motivated written request to the Management Board, in which the candidate declares that he accepts the present statute and agrees with it.

    Art.10. 1) The decision for admission of members shall be adopted by the Management Board, which shall be obliged to consider the applications under Art. 9 at its first meeting after their

    receipt.

     

    Art.10.2) The explicit or tacit (in case of failure to pronounce in time) refusal of the Management Board to accept a candidate for a member of the association shall be appealed before the General Assembly at its first next meeting.

    Art. 11 Membership shall be terminated:

    1. 1. with a unilateral statement of intent to the Management Board of the association;
    2. 2. with shutdown.

    Art. 12.1) A member of the association may be expelled by a decision of the Management Board in case of systematic gross violation of the provisions of these statutes.

    Art. 12.2) The Board of Directors may establish the resignation of a member of the association due to systematic non-participation in its activities, if the member without good reason does not attend two consecutive meetings of the General Assembly of the association, convened and announced.

                Art. 12.3) The decision of the Board for expulsion or resignation of a member may be appealed to the General Assembly of the association at its first next meeting.

    Art. 13.1) The members of the Association have the right:

    1. 1. to participate in the management of the association;
    2. 2. to be informed about his activity;
    3. 3. to use his property and the results of his activity by the order, provided in the statute.

    Art.13.2) The members of the Association are obliged:

    1. 1. to observe the present statute;
    2. 2. to actively participate in the work of the association.

    Art. 14. 1) The member shall not be not personally responsible for the obligations of the association. Membership rights and obligations, with the exception of property rights, are non-transferable and do not pass on to other persons upon termination and / or death.

    Art. 14.2) Upon termination of the membership the property paid by the respective member shall be returned to him, and the property acquired by the activity of the association shall remain in favor of the Association.

    1. IV. AUTHORITIES

    Art. 15 Management bodies of the association are:

    1. 1. The General Assembly;
    2. 2. The Management Board of directors.

    Art. 16.1) the supreme body of the association is the General Assembly, which consists of all its members.

                    Art. 16.2) The General Assembly:

    1. 1. amend and supplement the statute;
    2. 2. elects and dismisses the Chairman of the Management Board and the other members of the Management Board;
    3. 3. issue a decision on received complaints, on refusals for admission and on complaints regarding exclusion and ascertainment of the dropping out of members;
    4. 4. make a decision for transformation or termination of the association;
    5. 5. approves the budget of the Association;
    6. 6. approves the report on the activity of the Management Board:
    7. 7. cancels decisions of the other bodies of the association, which contradict the law, the statute or other internal acts, regulating the activity of the association;
    8. 8. appoints a licensed chartered accountant to audit the activities of The Association, when necessary and / or required, in accordance with the provisions of law;
    9. 9. make other decisions, provided in the law or the statute.

    Art. 16.3) The rights under para. 2, items 1, 2. 3, 4, 5, 6 and 7 may not be assigned to other bodies of the association.

         Art.16.4) The decisions of the General Assembly are binding for the other bodies of the association and are subject to judicial control regarding their legality and compliance with the statutes.

         Art.16.5) The decisions of the bodies of the association, which are taken in contradiction with the law, the statute or a previous decision of the General Assembly, may be challenged before the General Assembly at the request of the interested members of the association, made within one month of learning, but no later than one year from the date of the decision.

                Art. 16.6) The disputes under para. 5 may be brought before the court of registration of
    the association by each member of the association

    or by the prosecutor within one month from
    their knowledge, but not later than one year from the decision,

    Art. 17.1) The General Assembly is convened at least once a year by the Management Board on its initiative or at the request of one third of the members of the association in the settlement where the headquarters of the association is located. If in the latter case the Management Board does not send a written invitation to convene the General Meeting within a month, it is convened by the court at the seat of the association at the written request of the interested members or a person appointed by them.

    Art. 17.2) The invitation must contain the agenda, date, time and place of the General Meeting and on whose initiative it is convened.

    Art. 17.3) The invitation to convene a general meeting shall be sent by post, either by using a courier service and / or delivered personally to the correspondence address specified by the member, or delivered to the e-mail address specified by the member and placed in the place for announcements in the building in which the management of the association is located, at least one month before the scheduled day.

    Art. 18 A general meeting is legal if more than half of all its members are present. In the absence of a quorum, the meeting shall be adjourned one hour later at the same place and with the same agenda and may be held as many members as may appear.

    Art. 19.1) Each member of the General Assembly has the right to one vote. The right to vote is exercised by the member or by a person authorized by him with an explicit power of attorney.

                    Art. 19.2) A representative of a member of the General Assembly shall not have the right to vote in resolving issues related to:

    1. 1. a member, his/her spouse or relative in the direct line without restrictions, in the collateral line - up to the fourth degree or by marriage - up to the second degree inclusive;
    2. 2. legal entities in which he is a manager or may impose or impede the taking of decisions.

                    Art. 19.3) One person may 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. 20.1) The decisions of the General Assembly are taken by open voting and by a majority of those present.

                Art. 20.2) The decisions under art. 16, para. 2, items 1 and 4 shall be taken by a majority of two thirds of those present.

                Art. 20.3) Decisions may not be taken on issues that are not included in the agenda announced in the invitation.

    Art. 21.1) The managing body of the Association is the Managing Board. It consists of four persons (Chairman and members), who are elected by the General Assembly for a term of up to five years.

    Art. 22 The Management Board:

    1. 1. ensure the implementation of the decisions of the General Assembly;
    2. 2. disposes of the property of the association in compliance with the provisions of the statute:
    3. 3. prepare and submit to the General Assembly a draft budget;
    4. 4. prepares and submits to the General Assembly a report on the activities of the association;
    5. 5. determines and organizes the performance of the activity of the association and bears
      responsibility for this;
    6. 6. determines the address of the association;
    7. 7. accepts and expels members of the association and ascertains the dropping out of such;
    8. 8. takes decisions on all issues, which by law or according to the statute do not fall into
      the rights of another body;
    9. 9. adopts internal acts of the association;
    10. 10. makes decisions for opening and closing branches;
    11. 11. makes decisions for participation in other organizations;
    12. 12. adopts the main directions and program for the activity of the association;
    13. 13. decides on the due and amount of the membership fee or
      the property contributions;
    14. 14. fulfills the obligations provided for in the Articles of Association.
    Art. 23.1) The meetings of the Management Board are convened and chaired by the Chairman. The Chairman is

    obliged to convene a meeting of the Management Board at the written request of its members. If the Chairman does not convene a meeting of the Management Board within a week, it may be convened by any of the interested members of the Management Board. In the absence of the Chairman, the meeting is chaired by one of the members of the Management Board.

                Art. 23.2) The Management Board may take decisions if more than half of its members are present at its meeting,

                Art. 23.3) A person with whom there is a two-way telephone or other connection, guaranteeing the establishment of his identity and allowing his participation in the discussion and decision-making, is present, the voting of this article is certified in the minutes by the chairman of the meeting.

                Art. 23.4) The decisions shall be taken by a majority of those present, and the decisions under Art. 22, items 2 and 5 and art. 32, para. 2 - by a majority of all members.

                Art. 23.5) The Management Board may take decisions without holding a meeting, if the minutes of the decision taken are signed without remarks and objections by all members of the Management Board.

                Art. 23.6) The members of the Management Board may be dismissed by the General Assembly even before the expiration of their five-year term.

    Art. 24.1) The Chairman of the Management Board is elected by the General Assembly for a term of five years. The election is held by voting on the candidates and discussing the candidates and winning the one who receives the most votes. If there is only one candidate, a vote is taken and the candidate becomes chairman if more than half of the members present vote for him.

    Art. 24.2) The Chairman of the Management Board:

    1. convene in an appropriate manner and chair the meetings of the management board;

    2. organizes the activity of the association in the respective non-profit legal entities. the Articles of Association and the decisions of the General Assembly and the Management Board;

    3. represents the association;

    Art. 24.3) The Chairman of the Board may be dismissed by the General Assembly before the expiration of his five-year term.

     

    1. V. PROPERTY. SOURCES OF FUNDING AND WAYS OF SPENDING

     

    Art. 25 The property of the Association consists of: ownership of real estate, movables. limited property rights, money, receivables, securities, intellectual property rights and other rights.

    Art. 26 The Association spends its property to achieve its goals in view of the development and promotion of the spiritual and physical health of the nation, building sports programs for Bulgarian citizens, providing sports social services, to carry out any other activity not prohibited by law.

    Art. 27.1) The collected property may be spent gratuitously by decision of the Management Board, taken on the proposal of the Chairman, for carrying out the activity aimed at achieving the goals defined in the Articles of Association and the law.

    Art. 27.2) The selection of the persons and the way of their support are carried out in accordance with the goals of the association and its financial possibilities, according to the announced order and the rules for carrying out the activity. The information on the order in which the selection is made is publicly available and is entered in the central register.

    Art. 27.3) A gratuitous expenditure of the property requires a motivated decision taken by the supreme body of the association by a two-thirds majority of all its members, when it is in favor of:

    1. 1. persons from the composition of other bodies of the association and their spouses, their relatives in the direct line - without restriction, in the collateral line - up to the fourth degree or by marriage - up to the second degree inclusive:
    2. persons, who were in the composition of its managing bodies up to two years before the date of taking the

    decision;

    3. legal entities that have financed the organization up to three years before the date of

    decision making;

    1. 4. legal entities. in which the persons specified in items 1 and 2 are managers or may

    impose or impede decision-making.

    Art. 27.4) The Association may not conclude transactions with the persons under para, 3, item 1, as well as with legal entities, in which the indicated persons are managers or may impose or impede the taking of decisions, unless the transactions are in obvious benefit of The Association, or concluded under general conditions, publicly announced.

    Art. 28 The annual financial statements of the non-profit legal entities, determined for carrying out of public benefit activity, are subject to independent financial audit under the conditions of the Accounting Act.

     

    1. VI. OBLIGATIONS

     

    Art. 29.1) The association is obliged to keep a book for the minutes of the meetings of its collective bodies. The chairperson of the meeting of the collective body and the person who prepared the minutes shall certify and be responsible for the accuracy of its content.

    Art. 29.2) The Association prepares a report on its activities once a year, which must contain data on:

    1. the essential activities, the funds spent for them, their connection with the goals and

    the programs of the organization and the achieved results;

    2. the amount of the gratuitously received property and the incomes from other activities for

    fundraising;

    3. the financial result.

                Art. 29.3) The report on the activity under the preceding paragraphs shall be public, the Notice for its preparation, as well as for the place, time and the manner of acquaintance in it shall be published in the commercial register.

               

    VII. TRANSFORMATION

     

    Art. 30 The non-profit association, determined for carrying out public benefit activity, cannot be transformed into a non-profit legal entity for carrying out activity for private benefit.

     

    VIII. TERMINATION

     

    Art. 31.1) The association is terminated:

    1) The association is terminated:

    - by decision of the General Assembly;

    - with a decision of the court according to art. 13, para 1, item 3 of the Law for the non-profit legal entities.

    2) The decision of the court shall be rendered at the request of each interested party or the prosecutor. In this case, the termination is entered ex officio and the court appoints a liquidator.

     

    1. IX. LIQUIDATION. PROPERTY AFTER LIQUIDATION. DELETION

     

                Art. 32.1) Upon termination of the Association liquidation is carried out.

                Art. 32.2) The liquidation shall be carried out by the Management Board or by a person appointed by it.

                Art. 32.3) If the Management Board does not appoint a liquidator by the order of par. 2, as well as in the case of art. 31, para. 1, item 1, such shall be determined by the Sofia City Court.

    Art. 32.4) Regarding the insolvency, respectively the insolvency, the order for liquidation and the powers of the liquidator shall be applied respectively the provisions of the commercial law.

    Art. 33. 1) The liquidator shall be obliged, if possible, to satisfy the creditors of the association with the available funds, and if this is not possible - by liquidating first the movable and then the immovable property.

    Art. 33. 2) The property may not be transferred in any way to:

    1. the founders, current and former members;

    2. the persons were in the composition of his organizations and his employees;

    3. the liquidators, except the due remuneration;

    4. the spouses of the persons under items 1 - 3;

    5. the relatives of the persons under items 1 - 3 in a straight line without restrictions, in a lateral line - up to the fourth degree or by matchmaking - up to and including the second degree;

    6. the legal entities in which the persons under items 1 - 5 are managers may impose or

    hinder decision-making.

    Art. 34. 1) The property remaining after the satisfaction of the creditors shall be provided by a decision of the court to the non-profit legal entity, determined for carrying out of public benefit activity with the same or close non-profit purpose.

    Art. 34.2) If the property is not provided by the order of par. 1, it shall be handed over to the municipality in which the seat of the association is located. The municipality is obliged to provide the property for carrying out the public benefit activity as close as possible to the goals of the terminated association.

    Art. 35 After the distribution of the property the liquidator is obliged to request deletion of the entry of the non-profit legal entity from CRRNPLE.

     

    The present statute, adopted on 01.02.2021, by all present founders and members of the association at the general constituent assembly of the non-profit association ASSOCIATION OF OPERATORS FOR WASTE AND ANIMAL BY-PRODUCTS DISPOSAL INSTALLATIONS took place on 2nd February, 2021. In Sofia city.