STATUTE

ASSOCIATION “BULGARIAN ENTREPRENEURS AND STARTUP COMMUNITY”

GENERAL

Art. 1. (1).Association “BULGARIAN ENTREPRENEURSHIP AND STARTUP COMMUNITY (BESCO)” referred to as “The Association” is a non-profit legal entity registered under the provision of the Non-profit Legal Entities Act.

(2). The Association is separate from its members and it is responsible for its obligations with its property. The members of the Association are responsible for its duties only up to the amount of the property contributions and membership fees provided for in this Statute.

(3). The Association will act for public benefit.

NAME

Art. 2. (1). The association will operate under the name Association “BULGARIAN ENTREPRENEURSHIP AND STARTUP COMMUNITY (BESCO)”.

(2). The name of the Association is written in latin letters as follows: \"BULGARIAN ENTREPRENEURS AND STARTUP COMMUNITY (BESCO)\".

HEADQUARTER AND ADDRESS OF MANAGEMENT

Art. 3. The headquarter and address of management of the Association are in Bulgaria, Sofia, 47A Cherni Vrah Boulevard, 5th Floor, Puzl Coworking.

OBJECTIVES

Art. 4. The objectives of the Association are as follows:

Improving the startup ecosystem and the business environment in Bulgaria;
Assistance in building more effective government policies in the field of entrepreneurship and innovation;
Representation of the bulgarian startup community to state institutions
Assistance in turning Bulgaria to a European startup incubator;
Assisting the economy of Bulgaria and the region to build on R&D, science and innovation;
Assisting a significant part of the companies in Bulgaria to be focused on industries with high added value;
Helping a significant part of the companies to be focused on the industries of the future.

MEANS OF ACHIEVING THE OBJECTIVES

Art. 5. (1). The means by which the Association will achieve its objectives are:

Participation in committees, advisory councils, conferences, discussions, trainings and etc. on topics related to the objectives of the Association;
Dissemination of publications, analyzes and research, which are made available to interested institutions, organizations and the general public;
Organization of joint initiatives, events and activities with other non-governmental organizations, state institutions and individual citizens;
Development of cooperation with other national, European and international organizations pursuing similar objectives;
Participation in national, European and international programs and projects contributing to the achievement of the objectives of the Association.
Assists in improving the normative and regulatory legal framework by proposing changes and / or additions to normative acts - ordinances, laws, etc., and participates in public discussions, discussions and working groups in connection with changes in the normative regulation, which is important for achieving the stated goals.
Performs other activities permitted by law.

(2). The association does not distribute the profit.

(3). The activity of the Association is realized on the basis of volunteering by its members, free choice of organizational forms, election, mandate and periodic accountability, publicity of all decisions.

(4). The association has the right and opportunity to appoint an operational team for the daily implementation of its activities. The Management Board selects and appoints the members of the operational team and determines their remuneration.

(5). The Association may carry out additional business activities.

ACTIVITY

Art 6. (1). The Association is a non-profit legal entity operating in the public interest.

(2). The object of activity of the Association is representation of the entrepreneurial community in front of state and municipal institutions, foreign organizations and other countries to improve the entrepreneurial environment in Bulgaria.

TERM

Art. 7. The Association is established for an unlimited period.

MEMBERSHIP

Art. 8. (1). Membership in the Association is full-fledged or associated.

(2). Members of the Association could be local and foreign legal entities which have an interest in supporting and contributing achieving the objectives of the Association.

(3). Associated members can be Bulgarian or foreign natural persons, who have proven their qualities in the spheres of entrepreneurship, science or other, or have special merits in the development of the Association and the Bulgarian business.

ACQUISITION OF MEMBERSHIP

Art. 9. (1). The membership of the Association is voluntary.

(2). Membership in the Association is full-fledged or associated.

(3). The applicant for membership shall submit a written request or fill an online form to the Management Board of the Association with which he declares that he wishes to become a member of the Association, is familiar with and accepts the provisions of the this Statute and declares that there are no obstacles (barriers) to his/her membership in the Association.

(4). The applicant - legal entity submits other necessary documents if it is provided for in his/her Company contract, Statue or other document of the corresponding legal entity pursuant to the applicable law.

(5). The candidate also submits a signed copy of the Honor Code (Startup Bushido) of the Association or agrees with it in the online application form for membership.

(6). The candidates are accepted as members of the Association by a decision of the Management Board by open voting, taken by a majority of all its members.

(7). Pays a membership fee in an amount determined by the Board of Directors of the Association.

RIGHTS AND OBLIGATIONS OF THE MEMBERS

Art. 10. (1). The full-fledged members of the Association have the following rights:

to participate in decision-making with the right to vote in the General Assembly;
to receive information and to participate in the discussion and evaluation of the activity of the Association;
to make proposals for changes in the composition of the authorities of the Association;
to be elected in the authorities of the Association;
to participate in the events of the Association in accordance with its capabilities and qualifications;
to benefit from the results of the Association's activities only in accordance with the provisions of this Statute;
to use the property of the Association only if it is related to the exercise of activities and functions in its governing authorities or those permitted by decision of those authorities;
if unable to attend, he/she has the right to authorize a third party member of the Association to practice their rights when voting at the General Assembly, but not more than twice a year;
to leave the Association on their own initiative.
10% of the members of the Association have the right to initiate early removal of each member of the Management or Supervisory Board at a General Assembly or by making a written request to the Management Board to convene a General Assembly to consider the proposal for early removal.

(2). The full-fledged members of the Association are obliged:

to observe the provisions of this Statute and to implement the decisions of the governing authorities of the Association;
to participate in the activity of the Association and to work for the realization of its goals;
to participate actively in the meetings of the General Assembly;
to build up the authority of the Association and not to do actions or inactions which contradict its purposes
not to use the membership in the Association in any way for achievement of objectives contrary to this Statute, the Honor Code (Startup Bushido) and of the Association;
not to use the authority and activities of the Association in any way for the benefit of other individuals or legal entities without the explicit authorization from the Managing Authority;
to make an initiative to inform themselves about the activities of the Association;
to leave their contact details and in case of change, to notify the relevant authorities of the Association.
to pay the membership fee in the amount and term determined by the Management Board of the Association;

(3). Membership rights and obligations, other than property rights, are non-transferable and do not pass on to others upon death or termination.

(4). The members of the Association practice their rights under Art. 10, sect. 1, para. 8 by written authorization of the third person - member of the Association. The authorization produces action after written notification to the Management Board. The proxies except themselves have no right to represent more than two other members at the same time, or to re-authorize third parties.

(5). For the obligations of the Association its members are liable only to the extent of the property contributions and membership fees provided for in this Statute as the creditors of the Association are not entitled to claim rights to the personal property of the members above that amount.

(6). The associated members of the Association have the right to:

to participate in the General Assembly with the right to advisory vote;
to get informed regarding the activities of the Association and to participate in the sessions of the Management and Supervisory Board, when invited by the abovementioned authorities;
to participate in the activities and to benefit from the results of the activities of the Association.

TERMINATION OF MEMBERSHIP

Art. 11. (1). The membership in the Association is terminated:

with a one-sided written statement of intent addressed to the Management Board of the Association;
with the death or placement under full interdiction, respectively termination of the legal entity - member of the Association;
with exclusion
with the closure of the Association;

(2). A member of the Association may be excluded by decision of the Management Board, taken with open vote by a simple majority where:

violates the obligations from art. 10. sect. 2
has grossly violated or systematically violates the Statute of the Association;
with his actions undermines the authority of the Association;
performs other actions that make his/her further membership in the Association incompatible.
violates the Code of Honor (Startup Bushido) of the Association.
failure to pay membership fees.

(3). The person whose membership is terminated, regardless of what grounds under section 1 or section 2, has no right to claim part of the property of the Association or the return of his/her membership fee.

AUTHORITIES OF THE ASSOCIATION

Art. 12. The Authorities of the Association are the General Assembly, the Management Board and the Supervisory Board.

GENERAL ASSEMBLY

Art. 13. (1). The General Assembly is the supreme authority of the Association and consists of all members of the Association.

(2). Legal entities participate in the General Meeting through the persons who represent them or an explicitly authorized individual.

(3). The General Assembly shall be convened at least once a year.

(4). Each member of the Association has one vote in the General Assembly

COMPETENCY OF THE GENERAL MEETING

Art. 14. The General Assembly:

amends and rounds out the Statute;
elects and dismisses the members of the Management Board and the Supervisory Board including before the expiration of their term of office;
decides on the transformation or termination of the Association;
approves the budget of the Association, prepared and submitted by the Management Board;
accepts the annual activity report of the Management Board and the Supervisory Board and releases the members of the Management Board and the Supervisory Board from responsibility;
decides on any other matter under its jurisdiction or this Statute;
adopts, supplements and amends the Code of Honor on the proposal of the Management Board (Startup Bushido).

CONVENTION

Art. 15. (1). The General Assembly convenes on a meeting of the Management Board or by the Supervisory Board of the Association through a written invitation addressed to members electronically or by registered post no later than 15 / fifteen / days from the date for which the General Assembly was announced.

(2). The invitation must contain the agenda, date, time and place of the General Assembly and on whose initiative it is convened.

(3). The General Assembly convenes by the Management Board on its initiative, at the request of one third of the members of the Association or at the request of 10% of the members of the Association. If, in the latter cases, the Management Board fails to make a written invitation to convene a General Assembly within two weeks, it shall be convened by the court at the seat of the Association upon written request from the interested members or a person elected by them.

(4). The General Assembly may be convened at the request of 10% (ten percent) of the members of the Association for early removal of any member of the Management Board or the Control Board. If in the latter case the Management Board does not send a written invitation to convene the General Meeting within six weeks, it is convened by the court at the seat of the Association at the written request of the interested members or a person elected by them.

(5). The General Assembly can be held in person or online.

QUORUM

Art. 16. (1). The General Assembly is legal and meets if more than half of all members are present. Present members elect a chairperson of the meeting who checks the presence of a quorum.

(2). In the absence of a quorum, the meeting is delayed for one hour and is held in the same place and on the same agenda and it is considered regular, regardless of the number of members who have appeared.

(3). The quorum is established by the chairperson of the meeting by a list which includes the names of the members present and their representatives, signed by them, endorsed by the chairman and the minutes keeper of the meeting and attached to the minutes of the meeting.

VOTING

Art. 17. (1). When voting, each member of the Association has the right of one vote.

(2). The voting at a General Assembly is open

CONFLICT OF INTERESTS

Art. 18. A member of the Association does not have the right to vote in resolving issues related to:

him, his husband or relative in the direct line – without restrictions , in the collateral line – to the fourth degree, or in-law – to second degree including
legal entities in which he is a Manager or may impose or impede decision-making.

DECISIONS

Art. 19. (1). Decisions of the General Assembly are taken by a simple majority (50% plus 1 vote) of the attendees with the exception of the decisions under Art. 14, sect. 1, para. 1 and 5, which shall be taken by a qualified majority of 2/3 of those present.

PROTOCOL

Art. 20. (1). For every meeting of the General Assembly a record is kept, which is certified by the chairman of the meeting and the person who drafted the record, who is responsible for the accuracy of its contents;

(2). Minutes keeper of the meeting of the General Assembly could be a member of the Management Board or another regular member of the Association appointed by the Management Board;

(3). The protocol, together with a list of attendance and written materials on the convening and the holding of the General Assembly, are recorded in a specific book;

(4). Each member present at the General Assembly has the right to monitor the exact keeping of the record of the meeting and the decisions taken in the protocol.

MANAGEMENT BOARD

Art. 21. The Management Board is the Managing authority of the Association. It consists of 5 (five) persons up to 9 (nine) persons who are members of the Association.

MANDATE

Art. 22. The mandate of the members of the Management Board is 2 years. The members of the Management Board could be re-elected for a further mandate.

POWERS AND OBLIGATIONS

Art. 23. The Management Board:

convenes the General Assembly and determines the agenda;
implements management activity in accordance with this Statutes and the law and ensures the implementation of the decisions of the General Assembly;
accepts the new members of the Association;
accepts programs for the implementation of the main tasks of the Association and determines the ways in which it operates;
makes proposals for changes in the Statute of the Association;
dispose of the property of the Association in compliance with the requirements of this Statute;
annually prepares and submits to the General Assembly a draft budget;
prepares and submits to the General Assembly a report for the activity of the Association;
executes liquidation or appoints a person to liquidate the Association (Liquidator);
appoints a Treasurer of the Association to collects and records meetings, available membership fees and property contributions;
takes decisions on all matters other than those within the competence of the General Assembly;
decides on the opening and closing of branches;
decides to participate in other organizations;
prepares draft and edits for the Code of Honor (Startup Bushido);
determines the amount and conditions for payment of the membership fee.

MEETINGS

Art. 24. The meetings of the Management Board are convened by the Chairman on his own initiative, but no less than once every six months, as well as with written request of each of its members. If the Chairman does not convene a meeting within seven days of the written request, such meeting shall be convened by each of the members concerned. The meetings of the Management Board are open.

QUORUM

Art. 25. The meeting of the Management Board is regular if more than half of the members of the Management Board are present. The person is also considered to be present if there is a two-way phone connection guaranteeing its identity and allowing its participation in the discussion and decision-making which is certified in the protocol by the chairman of the meeting.

DECISIONS

Art. 26. (1). A regular decision may also be taken without a meeting if the protocol is signed without comments and objections from all members of the Management Board.

(2). A protocol is kept for each meeting of the Management Board, which is certified by the Chairperson of the Meeting and by the person who drafted the protocol, who are responsible for the accuracy of its content.

(3). The minutes keeper of the meetings of the Management Board is chosen by decision of the Management Board not excluding the possibility of being one of its members.

(4). The meetings are chaired by the Chairman of the Management Board but in his absence - by a member elected by the Management Board.

MAJORITY

Art. 27. The Management Board takes its decisions by an absolute majority, except for the decisions under Art. 23, paragraphs 6, 9 and 12, which are taken by a majority of all members.

CONTROL

Art. 28. Any interested member of the Association may dispute a decision of the Management Board which is taken in contradiction with the law, this Statute or a previous decision of the General Assembly by filling a complaint to the General Assembly at its next meeting.

RESPONSIBILITY OF THE MANAGEMENT BOARD

Art. 29. (1). The members of the Management Board are responsible for their actions damaging the property or the interests of the Association. Any member of the Board may be relieved from responsibility if it is find that it is not guilty of the damages.

(2). The powers of a member of the Management Board may be terminated by a decision at the General Assembly:

if it is unable to carry out the activity for which it has been elected;
in case of motivated refusal of its position by the respective member before the General Assembly;
at the request of at least 10% of the members of the Association;
in another objective circumstance, due to which the General Assembly makes a decision within its powers;
in case of violation of the Code of Honor of the Association.

CHAIRMAN OF THE MANAGEMENT BOARD

Art. 30. (1). The Management Board elects from among its members a Chairman and decides its functions.

(2). The Chairman is a materially responsible person of the Association.

(3). The Chairman represents the Association in its relations with third parties.

(4). When the Chairman is prevented from performing temporarily its duties, its powers are taken by another member of the Management Board appointed by it.

(5). The Chairman has the right to vote at the General Assembly and in the Management Board.

SUPERVISORY BOARD

Art. 31. The Supervisory Board of the Association consists of three members of the Association elected by a simple majority at the General Assembly for a term of three years.

Art. 32. The members of the Supervisory Board elect among themselves a Chairman who participates in the meetings of the Management Board with the right to an advisory vote.

POWERS AND OBLIGATIONS OF THE SUPERVISORY BOARD

Art. 33. The Supervisory Board has the following powers:

performs the function of Advisory Board regarding the activity of the Association;
controls the implementation of the decisions at the General Assembly;
controls the activities and decisions of the Management Board and the Chairman;
controls the compliance of the Statute and internal structural documents of the Association;
controls the implementation of the budget of the Association and financial discipline;
gives an opinion on the annual report of the Association;
annually reports on its activities to the General Assembly;
in the event of violations being established, if the Supervisory Board deems it necessary, it convenes an extremely General Assembly;
fulfills the obligations laid down in this Statute;
issues recommendations for the work of the Management Board and the Association;
monitors the observance of the Code of Honor of the Association and decides on issues related to its implementation.

MEETINGS

Art. 34. The Supervisory Board meets at least once a year and the meeting is legal and may take place if at least two of the members of the Supervisory Board are present. All meetings of the Supervisory Board are convened by means of a written invitation containing the agenda, date, time and place of the meeting as well as an indication of whose initiative the meeting is convened. The invitation is sent no later than 7 (seven) days before the date of the meeting of the Supervisory Board. The invitation can also be sent by email. Invitations sent electronically are considered as a proper means of convening meetings of the Supervisory Board.

RESPONSIBILITY OF THE SUPERVISORY BOARD

Art. 35. The members of the Supervisory Board are responsible for the deliberately caused damages to the Association.

REGIONAL REPRESENTATIVES

Art. 36. The regional representatives are elected by the Management Board of the Association.

Art. 37. The regional representatives implement the present Statute and the Code of Honor of the Association.

Art. 38. The relationship between the Association and the regional representatives is agreed through bilateral and multilateral agreements for joint activities.

Art. 39. The regional representatives shall be responsible for their activities before the Management Board.

PROPERTY

Art. 40. The property of the Association consists of the right of ownership and other property rights on personal property and real estate, receivables, as well as any other rights regulated by the law.

SOURCES OF RESOURCES

Art. 41. The sources of resources of the Association are property contributions and / or membership fees, donations from individuals and legal entities, sponsorship, subsidies from other organizations and other lawful ways.

PROPERTY CONTRIBUTIONS OF MEMBERS

Art. 42. (1). In exceptional cases, the Management Board may decide on taking property contributions from members of the Association. The decision specifies the amount of the contribution, the time limit for payment, and whether it is liable to be returned.

ADDITIONAL BUSINESS ACTIVITY

Art. 43. The association will not do any additional business activity.

EXPENDITURE OF PROPERTY

Art. 44. (1). The association may spend its property and do business as it is aimed at achieving the objectives determined by the order of this Statute.

(2). The property of the Association is managed in a way which provides sufficient income to financially ensure the achievement of the goals under Art. 4 of this Statute.

(3). The Company's property is kept accountable and controlled in accordance with the legislation.

(4). The association may acquire property rights on personal property and real estate and may be a party to bilateral treaties necessary for the implementation of the activity and achievement of the objectives set forth in this Statute, observing the rules of the Bulgarian legislation.

(5). For the gratuitous spending of the property of the Association, a motivated decision is needed taken by the General Assembly of the Association by a majority of at least 2/3 of all its members when it is in favor of:

persons from the composition of its other authorities and their spouses, relative in the direct line – without restrictions , in the collateral line – to the fourth degree, or in-law – to second degree including
persons were in the composition of its management authorities up to 2 years before the date of the decision;
legal entities that funded the Association up to 3 years before the date of the decision;
legal entities in which the persons referred to in paragraphs 1 and 2 are managers or may impose or impede the taking of decisions.
political parties, in whose management and control authorities are members of the Management and Supervisory Board of the Association.

(6). The Association can not concludes deals with persons under sect. 5, para. 1, as well as with legal entities in which the persons are managers or may impose or impede the taking of decisions, unless the transactions are obviously in favor of the Association or have been concluded under general conditions that are publicly announced.

(7). The Association can not participate as an unlimited liability partner in commercial companies.

Art. 45. Decisions on disposal of real estate owned by the Association are taken by the Management Board with a majority of all members.

Art. 46. (1). The Management Board of the Association accepts an annual budget of the Association.

(2). The draft budget of the Association is prepared by the Management Board no later than one month before the beginning of the year to which it relates.

(3). The budget of the Association is implemented by the Management Board.

(4). By 31 March of each year, the Management Board makes an annual report and presents it for certification to a licensed accountant.

TRANSFORMATION

Art. 47. (1). The Association may be transformed into another non-profit legal entity. The transformation takes place by a qualified majority of 2/3 of the attending members at the General Assembly.

(2). The Association can not transform into non-profit legal entity in order to operate in private benefit.

TERMINATION

Art. 48. The Association is terminated:

by decision of the General Assembly;
by decision of the district court in the case of Art. 13 sect. 1, para. 3 of the Law on Non-profit Organizations.

LIQUIDATION. PROPERTY AFTER LIQUIDATION

Art. 49. (1). Upon termination of the Association a liquidation is carried out, to which apply the provisions of the Commercial Law.

(2). The liquidation is carried out by the Management Board or by a person designated by it.

(3). The liquidator must, as far as possible, satisfy the creditors of the Association from the available cash and if that is not possible - by capitalizing first on the personal property, then on the real estate of the Association.

(4). Upon the liquidation, property can not be transferred in any way to:

the founders and the current and former members of the Association;
the persons were in the composition of the authorities and employees of the Association;
liquidators except the due remuneration;
the spouses of the persons under paragraphs 1 to 3;
the relatives of the persons under paragraphs 1 - 3 in direct line – without restrictions , in the collateral line – to the fourth degree, or in-law – to second degree including
the legal entities in which the persons under paragraphs 1 to 5 are managers or may impose or impede decision-making.

Art. 50. (1). Upon liquidation of the Association, the property left after the satisfaction of the creditors passes to a non-profit organization with a similar activity. The specific organization is determined by the Management Board and if it does not specify it within three months of satisfying all creditors, it is determined by the liquidator.

(2). If the property is not provided in accordance with sect. 1, it is handed over to the municipality in which the terminated Association is based. The municipality is obliged to provide the property for realization of the closest to the purpose of the terminated Association community services.

Art. 51. After completing the distribution of property the liquidator is obliged to request the deletion of the Association's registration from the register of non-profit legal entities in the manner provided for in this Statute.

Art. 52. For all procedures and/or rules not covered by this Statute for the realization of the liquidation proceedings the legal provisions are applied.

CHANGES AND ADDITIONS TO THE STATUTE

Art. 53. (1). This Statute may be amended and supplemented by decision of the General Assembly of the Association, taken by a majority of 2/3 of the members present.

(2). Suggestions for changes can be made by each member in writing to the Management Board or from the Management Board itself.

TRANSITIONAL AND FINAL PROVISIONS

§ 1. This Statute was accepted at the Constituent Assembly for the establishment of the Association, which took place on 16.09.2020 in Sofia.

§ 2. The Association and its members must comply with all applicable rules of ethical competition law. The members of the association undertake not to engage in discussions, activities or conduct that may violate competition laws. For example, competitors within the organization should not discuss, directly or indirectly, any commercially sensitive information, including non-public information, related to trading strategy, pricing, costs, and revenue.

§ 3. (1). For cases not covered by this Statute as well as on the interpretation and application of its provisions the provisions of the The Law on Non-Profit Legal Entities is applied.

(2). The provisions of this Statute, which contradict the law, are replaced by right of its imperative rules.

This Statute is drafted in two identical copies, in Bulgarian and English, and if there is a difference between the Bulgarian and English text, the Bulgarian text will prevail.