Statutes of the “Bulgarian Entrepreneurial Association

The present Articles of Association were adopted at the General Meeting held on 16.03.2023. The Articles of Association were amended and supplemented by a decision of the General Meeting dated 15.05.2024.

I. GENERAL PROVISIONS

Status

Art. 1. /1/ The association "BULGARIAN ENTREPRENEURIAL ASSOCIATION," hereinafter referred to as "the association," is a legal entity with a non-profit purpose, established in accordance with the provisions of the Law on Non-Profit Legal Entities (LNPLE).

/2/ The activities of the association are carried out on the basis of the voluntary participation of its members, free choice of internal association, elective nature, mandate, and periodic reporting.

Name

Art. 2. The name of the association is БЪЛГАРСКАТА ПРЕДПРИЕМАЧЕСКА АСОЦИАЦИЯ which may also be written in Latin letters as follows: "BULGARIAN ENTREPRENEURS AND STARTUP COMMUNITY (BESCO)."

Registered Office

Art. 3. The registered office of the association is located in the city of Sofia, Bulgaria.

Duration

Art. 4. The association is not limited by a specific duration or any other terminating condition.

Scope of Activities

Art. 5. The association conducts activities for the public benefit in accordance with Art. 2 of the Law on Non-Profit Legal Entities (LNPLE).

Objectives

Art. 6. The objectives of the association are as follows:

Improving the startup ecosystem and the business environment in Bulgaria.
Assisting in the development of more effective state policies in the field of entrepreneurship and innovation.
(Amended GM – 15.05.2024)Representation of Bulgarian startup and entrepreneurial community before state institutions;
Aiding Bulgaria in becoming a European startup incubator.
Assisting the Bulgarian economy in being built upon the development of science and innovation.
Assisting a significant portion of companies in Bulgaria to be oriented and focused on high-value-added industries.
Positioning Bulgaria in front of the European institutions on topics related to entrepreneurship development, innovation, and business environment improvement.

Means of Achieving Objectives

Art. 7. The means through which the association will achieve its objectives include:

Participation in committees, advisory councils, conferences, discussions, training, and other activities related to the objectives of the association.
Dissemination of publications, analyses, and research provided to interested institutions, associations, and the general public.
Organizing joint initiatives, events, and activities with other non-governmental associations, commercial companies, government institutions, and individual citizens.
Developing cooperation with other national, European, and international associations pursuing similar objectives.
Participation in national, European, and international programs and projects contributing to the achievement of the association's objectives.
Assistance in improving the regulatory and legal framework by proposing changes and/or additions to legislative acts, laws, regulations, etc., and participating in public discussions, debates, and working groups related to changes in the regulatory framework that are relevant to the stated objectives.
Conducting other activities allowed by law.

Sources of Funds

Art. 8. The sources of funds for the association are as follows:

Membership fees.
Donations.
Funds provided by the state and municipalities.
Revenues from the management of its own property.
From the economic activities of the association related to its main purpose.

Additional Economic Activity

Art. 9. /1/ In order to achieve the objectives of the Association and support its main activity, the Association conducts additional economic activity with the following subject: organizing events, conferences, and seminars; advertising, publishing, and consulting activities; advocacy activities.

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/2/ The association may establish and/or participate in subsidiary commercial companies through which it may conduct economic activities in accordance with the rules of the Statute and applicable law. The economic activities carried out are subject to the conditions and procedures defined by the Commercial Code, the Accounting Act, and tax laws.

/3/ The execution and control of the economic activities carried out are entrusted to the Governing Council of the association.

II. MEMBERSHIP

Membership Rights and Obligations

Art. 10. /1/ Membership in the association is voluntary.

/2/ Members of the association can be local and foreign legal entities who have an interest in supporting and contributing to the achievement of the association's goals and who accept the Statute, the Code of Ethics (Startup Bushido), other internal acts of the association, regularly pay the membership fee determined by the Governing Council, and comply with the decisions of the association's authorities.

Art. 11. Each member of the association has the right:

to participate in decision-making, with the right to vote at the General Meeting;
to be informed about the activities of the association;
to make proposals for changes in the composition of the association's bodies;
to be elected to the governing bodies of the association;
to exercise control over the work of the association and its governing bodies;
to participate in the activities of the association according to their abilities and qualifications;
to benefit from the results of the association's activities in accordance with the Statute;
to terminate their membership in the association at their own initiative.

Art. 12. Each member of the association is obliged:

(Amended GM – 15.05.2024)to annually pay their membership fee in the amount, in the manner and within the terms determined by a decision of the Governing Council;
to comply with the Statute of the association and execute the decisions of its governing bodies;
to work towards the achievement of the association's goals;
to enhance the reputation of the association and not to engage in actions or omissions that contradict its goals or discredit it;
not to use their membership in the association in any way to achieve goals that contradict the Statute, the Code of Ethics, and the goals of the association;
to provide their contact information and notify the relevant authorities of the association promptly in case of any changes.

Art. 13. Membership rights and obligations, except property rights, are non-transferable and do not pass on to third parties in case of termination.

Acquiring Membership

Art. 14. /1/ A candidate for membership submits a written application or fills out an online membership application to the Governing Council of the association, stating their desire to become a member of the association, declaring their acceptance of the Statute and other internal acts of the association (including the Code of Ethics - Startup Bushido), its goals, and the means to achieve them, and declaring that there are no impediments or prohibitions to their membership in the association.

/2/ The candidate for membership provides any other necessary documents, if required by their Partnership Agreement, Statute, or other document of the respective legal entity or applicable law.

/3/(Cancelled GM – 15.05.2024);

/4/ Membership applications are reviewed by the executive director, who makes a reasoned recommendation to the Governing Council for the acceptance or rejection of an individual as a member of the association.

/5/ Candidates are accepted as members of the association by a decision of the Governing Council, adopted by a majority of those present. The Governing Council decides on the membership application within a period not exceeding 1 (one) month from the date of submission, and the member is informed of the decision in writing or by email.

/6/ Membership begins from the date of the Governing Council's decision to admit the new member.

/7/(Cancelled GM – 15.05.2024)

Termination of Membership

Art. 15. /1/ Membership is terminated:

by unilateral declaration of will sent to the Governing Council;
by exclusion;
upon the termination of the legal entity's membership in the association from the date of its removal from the relevant register in which it is registered;
upon the termination of the association, effective from the date of its removal from the register of non-profit legal entities.

/2/ A member of the association may be excluded in the presence of culpable behavior that makes further membership incompatible, including:

violation of the membership obligations specified in Art. 12;
a gross or systematic violation of the association's Statute;
actions that undermine the association's authority;
(Amended GM – 15.05.2024)non-payment of the annual membership fee determined by the Governing Council within 30 days of the date from which the new 12-month membership period for which the annual membership fee is due began;
suspension of membership lasting more than 1 (one) year.

/3/ The presence of grounds for the termination of membership in the cases referred to in Art. 15, paragraph 1, items 1 and 2 above shall be examined by a special committee composed as determined by the Governing Council, which shall make a reasoned proposal to the Governing Council to terminate the membership of a particular individual. The decision to terminate membership is adopted by the Governing Council, by a majority of those present. Membership is terminated from the date of the decision of the Governing Council, and the member is informed of the decision in writing or by email.

/4/ The decision to exclude may be appealed to the General Meeting of the association.

/5/ Upon termination of membership, the association is not obliged to return any property contributions made, nor to refund any donations made by the respective member. Members have no ownership interest in the association's assets, and no share is owed to them upon termination of their membership or upon the termination of the association.

Suspension of Membership

Art. 16. /1/ In the presence of circumstances that give rise to reasonable doubts about the compatibility of an individual's membership in the association due to facts and circumstances related to that individual, which conflict with or violate the association's objectives and principles, the membership of that member in the association may be suspended until the doubts are dispelled.

/2/ The presence of grounds for suspending membership shall be examined by a special committee composed as determined by the Governing Council, which shall make a reasoned proposal to the Governing Council to suspend the membership of a particular individual. The decision to suspend membership is adopted by the Governing Council, by a majority of those present. Membership is suspended from the date of the decision of the Governing Council, and the member is informed of the decision in writing or by email.

/3/ From the date of the decision of the Governing Council to suspend membership until the moment of its restoration in accordance with the prescribed procedure, the respective member loses their rights under Art. 11 of this Statute, except for the right to unilaterally terminate their membership in the association.

/4/ Upon the elimination of the doubts that led to the suspension of membership, it is reinstated in full with a decision of the Governing Council, adopted by a majority of those present. If within a period of 1 (one) year from the decision of the Governing Council to suspend the membership of a particular individual there is no change in the circumstances that led to the decision to suspend, the Governing Council, adopted by a majority of those present, makes a decision to exclude the suspended member. Decisions of the Governing Council to reinstate membership or to exclude a suspended member are made following a reasoned proposal received from the special committee.

Membership Fee

Art. 17. /1/(Amended GM – 15.05.2024)The liability, term and conditions for payment of membership fees by the members are determined by the Governing Council. The annual membership fee covers a period of 12 months. The first 12-month period starts from the day the membership application is submitted. Each subsequent 12-month period begins on the day following the end of the previous 12-month period.

/2/ (Cancelled GM – 15.05.2024)

/3/ The amount of the membership fee is determined by a decision of the Governing Council, adopted by a majority of those present. Any change in the amount of the membership fee, approved in accordance with the preceding sentence, must be promptly communicated to the members of the association in writing or by email, with the new amount taking effect for the respective member from the start date of the next 12-month membership period.

III. PROPERTY

Art. 18. /1/ The property of the association consists of the right of ownership and other property rights, claims, and other rights depending on the applicable legislative acts.

/2/ The association does not distribute profits. The association is obliged to pay salaries to its employees, as well as fees for services and consultations under civil contracts concluded for the purpose of achieving the goals of the association.

/3/ The association may expend property gratuitously and carry out activities aimed at achieving the goals determined by this Statute and the Non-profit Legal Entities Act. The selection of persons and the manner of their support depend on the purpose and financial capabilities of the association.

/4/ Decisions on the disposal of immovable property, the property of the association, are made by the Governing Council with a majority of all members.

/5/ For gratuitous expenditure of the association's property in favor of the persons listed in Art. 41, paragraph 3 of the Non-profit Legal Entities Act, a motivated decision of the General Meeting is required, adopted by a majority of 2/3 of all its members.

IV. MANAGEMENT

Bodies

Art. 19. The bodies of the association are the General Meeting and the Governing Council.

Composition of the General Meeting

Art. 20. /1/ The supreme body is the General Meeting, which consists of all members of the association.

/2/ General meetings may be regular and extraordinary.

Representation in the General Meeting

Art. 21. /1/ Members of the association participate in the General Meeting through individuals who represent them by law, through individuals expressly authorized by the competent body of the legal entity - member representative, or through expressly authorized individuals.

/2/ Authorization is made in writing and must be explicit for participation in the specific General Meeting.

/3/ One person may represent no more than three members of the General Meeting.

/4/ Sub-authorization is not allowed.

Competence

Art. 22. The General Meeting:

amends and supplements the Statute of the association;
adopts other internal acts;
decides on the transformation or termination of the association;
elects and dismisses members of the Governing Council, including before the expiration of their term;
appoints and dismisses certified expert accountants;
appoints liquidators in case of termination of the association, except in cases of insolvency;
reviews appeals against decisions of the Governing Council to terminate membership;
approves the budget of the association;
reviews the activity report of the Governing Council and absolves it from responsibility;
cancels decisions of the Governing Council and other bodies of the association when they contradict the law and the Statute of the association or other internal acts regulating the activities of the association;
approves the annual financial report.

Conducting the General Meeting

Art. 23. /1/ The General Meeting is held at least once a year – the regular General Meeting.

/2/ The General Meeting may be convened at any time by the Governing Council – an extraordinary General Meeting.

Convening

Art. 24. /1/ The General Meeting is convened by the Governing Council on its initiative or upon the request of one-third of the members of the association. If, in the latter case, the Governing Council does not send a written invitation to convene the General Meeting within a two-week period, the General Meeting is convened by the court at the registered office of the association upon a written request of the interested members or a person authorized by them.

/2/ Convening is done through an invitation received by each member of the association in person, electronically (via email), or by registered mail at least 15 (fifteen) days before the date of the General Meeting, or by announcing the invitation in the register of non-profit legal entities maintained by the Registry Agency, at least one month before the date of the General Meeting.

/3/(Amended GM – 15.05.2024)The invitation contains the agenda, date, time and place of the General Meeting and on whose initiative it is convened.

Right to Information

Art. 25. Written materials related to the agenda of the General Meeting must be made available to the members at the registered office of the association no later than the date of sending the invitation to convene the General Meeting. Upon request, they are presented to each member free of charge.

List of Attendees

Art. 26. A list of attendees or their representatives is prepared at the General Meeting. Members and representatives certify their presence with a signature and identification. The list is certified by the chairman and secretary of the General Meeting and is attached to the minutes of the meeting.

Quorum

Art. 27. /1/ The General Meeting may proceed if more than half of all members are present.

/2/ In the absence of a quorum, the meeting is postponed for one hour later and is held at the same location and with the same agenda, regardless of the number of members present.

Right to Vote

Art. 28. /1/ Each member of the association has the right to one vote.

/2/ Voting at the General Meeting is open.

Conflict of Interest

Art. 29. A member or their representative may not participate in the voting on:

taking actions or refraining from actions related to their responsibility to the association;
deciding on issues related to them, their spouse, or relatives in a direct line – without limitation, in a collateral line – up to the fourth degree, or by affinity – up to the second degree, or to legal entities in which they are a director or can influence or hinder decision-making.

Majority

Art. 30. /1/ Decisions of the General Meeting are adopted by a simple majority of those present.

/2/ Decisions under Art. 22, items 1 and 3 of the Statute require a qualified majority of 2/3 of those present.

Decisions

Art. 31. /1/ The General Meeting cannot adopt decisions that concern issues not included in the announced agenda, unless all members are present or represented at the meeting, and no one objects to discussing the raised issues.

/2/ Decisions of the General Meeting enter into force immediately unless their enforcement is postponed or unless, according to the law, they enter into force after their registration in the register of non-profit legal entities with the Registry Agency.

Minutes

Art. 32. /1/ Minutes are kept for each meeting of the General Meeting, which, together with the list of attendees, are recorded in a specialized book.

/2/ The minutes of the General Meeting are signed by the chairperson of the meeting and the secretary, who are responsible for the accuracy of its content.

/3/ Each member present at the General Meeting has the right to request and ensure the accurate recording of decisions in the minutes.

Governing Council

Art. 33. /1/ The governing body of the association is the Governing Council, consisting of 3 (three) to 13 (thirteen) members.

/2/ Only members of the association can be elected as members of the Governing Council, and each legal entity that is a member of the association can propose a natural person to be elected as a member of the Governing Council.

Term of the Governing Council

Art. 34. /1/ Members of the Governing Council are elected by the General Meeting for a term of 1 (one) year.

/2/ A member of the Governing Council cannot be elected for more than 4 (four) consecutive terms.

Rights and Duties of the Governing Council

Art. 35. /1/ Members of the Governing Council have equal rights and responsibilities, regardless of the internal distribution of their functions.

/2/ Members of the Governing Council are obliged to fulfill their duties in the interest of the association and to keep the association's secrets even after they cease to be members of the council.

/3/ The Governing Council:

convenes the General Meeting and sets the agenda;
exercises managerial activities in accordance with this Statute and the law and ensures the implementation of decisions of the General Meeting;
admits and expels members of the association;
determines the registered office of the association;
adopts programs for the implementation of the main tasks of the association and determines the methods of conducting its activities;
adopts the associational and managerial structure, the procedure for appointing and dismissing staff, the rules for salaries, and other internal rules of the association;
ensures the management and preservation of the association's property, disposes of the association's property, including making decisions regarding the acquisition, disposal, and encumbrance of real estate and the establishment of property rights over them, as well as their rental, while complying with the requirements of this Statute;
annually prepares and submits a draft budget to the General Meeting;
prepares and submits an activity report of the association to the General Meeting;
carries out liquidation or designates a person to carry out the liquidation of the association (liquidator) when such a person has not been designated by the General Meeting;
makes decisions on the opening and closing of branches;
makes decisions on participation in other organizations;
(Amended. GM – 15.05.2024)decides on the liability, amount and conditions for payment of the membership fee;
establishes its permanent or temporary specialized committees, specifying their composition and tasks;
elects one or two Chairpersons and a Deputy Chairperson of the Governing Council among its members and determines their functions;
appoints and dismisses one or more Executive Directors of the association and determines their functions;
makes decisions on all other matters except those within the competence of the General Meeting.

Meetings of the Governing Council

Art. 36. /1/ The Governing Council holds regular meetings at least once every three months.

/2/ Meetings of the Governing Council are convened by its Chairperson at his initiative. Any member of the Council may request the Chairperson to convene a meeting to discuss specific issues. If the Chairperson does not convene a meeting within seven days of the written request, such a meeting is convened by any of the interested members.

/3/ Meetings of the Governing Council are chaired by the Chairperson. In his absence, the meeting is chaired by a member designated by the Governing Council.

/4/ Minutes are taken for the meetings of the Governing Council, which are signed by all attending members of the Governing Council.

Quorum and Majority

Art. 37. /1/ Decisions can be made if more than half of the members of the Governing Council are present, either in person or represented by another member of the council. No attending member can represent more than one absent member. A person with whom there is a bilateral telephone or other connection that guarantees their identity and allows their participation in discussions and decision-making is considered present, and their presence is verified in the minutes by the chairperson of the meeting.

/2/ Decisions are made by a simple majority through open voting. Regarding the disposal of the association's property, determining the order and association of the association's activities, as well as in connection with its liquidation upon termination, decisions are made by a majority of all members.

/3/ The Governing Council may make decisions without being present if the minutes of the decision are signed without objections and reservations by all members of the Governing Council.

Responsibility of Members of the Governing Council

Art. 38. /1/ Members of the Governing Council bear joint and several liability for actions that harm the interests of the association.

/2/ Each of the members of the Council may be released from liability by a decision of the General Meeting if it is proven that they are not at fault for the damages incurred.

Chairperson

Art. 39. /1/ The Governing Council elects one or two Chairpersons from among its members, to whom it delegates the representation of the association before third parties. When two Chairpersons are elected, they represent the association separately.

/2/ The Chairperson has the right to perform all actions and transactions related to the association's activities, to represent it, and to authorize other persons to perform certain actions. The Chairperson does not have the right to alienate and encumber real estate of the association unless expressly authorized to do so by the Governing Council.

/3/ The Chairperson:

organizes the implementation of decisions of the Governing Council and the General Meeting;
organizes the activities of the association, exercises its operational management, ensures its management and preservation of its property;
enters into employment contracts with the employees of the association, except for those appointed by the Governing Council;
reports to the Governing Council on significant circumstances concerning the association's activities.

Executive Director

Art. 40. /1/ The Governing Council elects and appoints one or more Executive Directors who carry out the day-to-day activities of the association.

/2/ The Executive Director has the right to perform all actions related to the association's activities. The Executive Director does not have the right to alienate or encumber the association's property.

/3/ The Executive Director:

Assists the Chairperson in organizing the implementation of decisions of the Governing Council, organizing the association's activities, exercising its operational management, and ensuring the management and preservation of its property;
Assists the Governing Council and/or the Chairperson of the Governing Council in appointing and dismissing employees of the association, determining their remuneration, and making changes in the employees' positions;
Supervises the activities of the association's employees, monitors their development to ensure the best performance of the association's objectives;
Reviews membership applications and makes a reasoned proposal to the Governing Council for the acceptance or rejection of an individual as a member of the association;
Reports to the Governing Council on significant circumstances concerning the association's activities;
Assists the Governing Council in preparing the annual report on the association's activities;
Assists the Governing Council in preparing the association's budget;
Performs other functions and tasks assigned by the association's governing bodies.

/4/ A contract with the Executive Director, specifying the specific rights and obligations, current remuneration, and other conditions, is concluded by the Chairperson of the Governing Council, acting on behalf of the association.

/5/ The Executive Director participates in meetings of the Governing Council with the right to an advisory vote.

Committees

Art. 41. /1/ The Governing Council has the right to establish its permanent or temporary specialized committees to assist in its work in various areas of the association's activities. By the decision to create a specific committee, the Governing Council determines its composition and specific tasks.

/2/ Each committee may have a different number of members. At least one member of the Governing Council must be included in the composition of each committee. At his discretion, representatives of association members, as well as external experts, may be included in the committee, in which case the number of external members should be smaller than the number of other committee members.

/3/ Committee members do not receive remuneration for their activities.

/4/ Committee meetings are held according to the rules and procedures determined by the Governing Council by the decision to establish the respective committee.

/5/ Decisions and proposals of the committees are not binding on the Governing Council.

V. ANNUAL CLOSURE

Mandatory Reporting

Art. 42. /1/ The annual financial report and the annual activity report shall be prepared in accordance with the requirements of the Accounting Act and applicable accounting standards and shall be subject to approval by the General Assembly.

/2/ The annual activity report and financial statement shall be submitted for publication in the register of non-profit legal entities maintained by the Commercial Register Agency no later than September 30 of the year following the year to which they relate.

/3/ The annual financial statement of the association shall be subject to independent audit in accordance with the provisions of the Accounting Act.

/4/ The association shall prepare other reports and documents as required by applicable legislation or this Statute.

Records

Art. 43. /1/ Minutes shall be kept at meetings of the General Assembly and the Governing Council, recording the discussions, proposals made, statements, and decisions taken.

/2/ The minutes shall be kept in special books, which shall be kept by the Chairperson of the Governing Council.

/3/ Members of the association and members of the Governing Council may familiarize themselves with the contents of the minute books and obtain copies or excerpts from the minutes.

/4/ The association maintains a register of its members, in which the names, Unified Identification Codes, and addresses of all members are recorded.

VI. TERMINATION AND LIQUIDATION

Grounds for Termination

Art. 44. The association is terminated:

by a decision of the General Assembly;
upon declaration of insolvency;
by a court decision at the registered office of the association in the cases provided for in the Non-Profit Legal Entities Act.

Liquidation and Erasure

Art. 45. /1/ Upon termination of the association, liquidation shall be carried out, except in cases of transformation of the association.

/2/ The liquidation shall be carried out by the Governing Council or by a liquidator elected by it or by the General Assembly. The liquidator shall perform the actions provided for in the Commerce Act for the liquidation of the association, the disposal of its assets, and the satisfaction of the association's creditors. The liquidator is obliged, to the extent possible, to satisfy the creditors of the association from the available cash funds, and if this is not possible, by selling the movable property first, and then the immovable property of the association.

/3/ The property remaining after the satisfaction of creditors shall pass to a non-profit association with a similar activity. The specific association shall be determined by the Governing Council, and if it does not determine it within three months from the satisfaction of all creditors, it shall be determined by the liquidator.

/4/ Property remaining after the satisfaction of creditors may not be distributed in violation of the provisions of the Commerce Act.

/5/ If the property is not transferred as provided in paragraph 1, it shall be handed over to the municipality where the registered office of the terminated association is located. The municipality shall be obliged to provide the property for the performance of a public benefit activity as close as possible to the objectives of the terminated association.

/6/ After the distribution of the property, the liquidator shall request the erasure of the association from the register of non-profit legal entities maintained by the Commercial Register Agency.

Transformation

Art. 46. The association may not be transformed into a non-profit legal entity for the purpose of conducting commercial activities.

TRANSITIONAL AND FINAL PROVISIONS

Art. 47. Changes to this Statute may be made in accordance with the procedure provided for in this Statute and in the Non-Profit Legal Entities Act.

Art. 48. The interpretation or application of the provisions of this Statute shall be governed by the provisions of the general Bulgarian legislation and the provisions of the Non-Profit Legal Entities Act.

This Statute was adopted at a General Assembly of the members of the ASSOCIATION "BULGARIAN ENTREPRENEUR ASSOCIATION," held on March 16, 2023, and entirely repeals the previously valid statute of the association.

The current version of the Statute was adopted at the General Meeting of the association, held on 15.05.2024, in a certificate of which the Chairman of the association put his signature