Statute of Bulgarian Book Association

CHAPTER ONE. GENERAL PROVISIONS

Article 1. NAME. RESIDENCE AND STATUS

1/ The name of the Non-profit Making Association for the performance of its activity in private benefit is ‘BULGARIAN BOOK ASSOCIATION’.

2/ The Association is non-profit making, created on the grounds of voluntary entering into partnership of Bulgarian book publishers.

3/ The Association is a legal entity.

4/ Residence of the Association is: Sofia City, 64 Vitosha Blvd, ap. 4.

5/ Registered office of the Association is: Sofia City, 64 Vitosha Blvd, ap. 4.

6/ Name, residence, address and other distinguishing signs shall be placed on all documents and editions of the Association

7/ The Association has a seal with inscription “BULGARIAN BOOK ASSOCIATION”.

 

Article 2. TERM OF EXISTENCE

Existence of the Association shall not be limited by any term or other conditions.

 

Article 3. OBJECTIVE OF THE ASSOCIATION

The Association shall have as an objective, through uniting the book publishers, publishers of textbooks, school aids, traders and literary agents in Bulgaria;

1. To protect their independence and their professional rights and interests, as well as to raise the prestige of book publishers, publishers of textbooks, school aids, traders and literary agents in the society.

2. To coordinate the efforts of its members for creation of market relationships subordinated to the professional ethics and the principles of loyalty and equality.

3. To assist for improvement of the legislation in the field of book publishing, copyrights and the neighboring rights thereto.

4. To promote the international agreements and conventions in the field of book publishing and protection of intellectual property and to cooperate for our country’s accession thereto.

5. To carry into effect liaisons and cooperation with congenial organizations in the country and abroad and to participate in international organizations operating in the field of book publishing and intellectual property.

6. To establish the principles of loyal competition and market regulation of the book publishing market in the country and abroad, amongst its members and between the members and any third person , as well as to assist for the voluntary settlements of disputes having arisen amongst its members.

7. The organization may be registered as organization under art. 40, par. 3 of the Copyright and Neighboring Rights Act and to provide for all its members the possibility to collectively manage the copyrights ceded to them by the authors.

8. May represent its members before all judicial and administrative bodies for the protection of the rights entrusted to them for management, being able in view of carrying into effect that to, on its behalf and after the consent of the respective bearer of the copyright, file claims under art. 94 and art. 95 and to request levying security measures under art. 96(a) and measures under art. 96(b), 96(c) and 96(d) of the Copyright and Neighboring Rights Act.

9. To organize and carry into effect assistance of members of the Association.

10. To represent before third persons its members, as well as the partnerships, with which it had entered into contracts of mutual representation upon protection of the rights entrusted to it for management and collection of the due sums.

11. To carry into effect the informational services for its members in the field of publishing and distribution activity, scientific achievements, marketing, legislation, etc.

Article 4. MEANS OF ACHIEVEMENT OF THE OBJECTIVE

In view of achievement of its objectives, the Association shall:

1. Promote and protect before the society, government and law protection bodies its ideas bout the role of book publishing and the activities related thereto.

2. Cooperate for drafting of the necessary legislative acts and considerations and notes thereto in the field of book publishing, publishing of textbooks and school aids, intellectual property and promotion of the cultural achievements of Bulgarian and foreign authors and creators.

3. Maintain liaisons and exchange information with congenial organizations in other countries by entrusting to them the representation of its members on the respective territory and undertaking their representation for Bulgaria.

4. Assist its members in view of achieving maximum effective protection of their rights and interest at conducting negotiations and entering into contracts.

5. Inform its members for announced tenders, competitions, exhibitions and fairs in the country by assisting their participation therein and, if possible, elaborating and securing model contracts, tender documentations, samples, etc.

6. Assist for raising the training and qualification of the executive managers and the rest of the staff in the branch by organizing courses, conferences, symposiums, meetings with managers of leading companies in the country and abroad.

7. Assist its members for the avoidance and liquidation of acts of monopolizing and disloyal competition.

 

Art 5. ASSOCIATION’S SUBJECT OF ACTIVITY

The Association shall carry out the following business, related to its main subject:

1. To rent and to let stands during book fairs, to distribute and to sell printed products.

2. The carry out business shall be in compliance with the conditions and order provided for by the Commercial Act, the Accountancy Act and the taxation laws.

3. The Association shall represent and protect the interests of foreign congenial organizations on the territory of the Republic of Bulgaria.

4. To file claims and represent its members in accordance with Bulgarian legislation before judicial and administrative bodies upon protection of the rights entrusted to it for management by its members.

5. To intermediate at business contacts.

6. To carry out informational and scientific servicing, training and consultancy activity.

 

Article 6. ASSOCIATION FINANCING

1/ The Association shall be financed by the following sources:

1. membership contributions;
2. deductions from the business under art. 5, items 3 and 4;
3. income from interests on current funds of the Association deposited in banks and financial institutions;
4. additional proceeds, such as sums coming from the deposition of concepts, synopses, ideas, etc., as well as adjudged compensations and interests in accordance with the legislation in force;
5. target grants from the country and abroad for carrying out the non-business activities within the frames of the Statute of the Association;
6. income from donations in the country and abroad.

2/ Membership contributions are annual. Their amount shall be determined by the General Meeting.
3/ The Association does not realize profit.
4/ Expenses of the Association are:

1. administrative expenses and salaries, accounting, court and others of the kind, expenses on management of the rights in the country and abroad and for participation in international activities;
2. expenses for mutual cooperation, solidarity and any kind of granting sums of welfare nature established in favor of the members in compliance with the present Statute. Such expenses may not exceed 5% of the Association’s income;
3. other expenses incurred in accordance with the provisions of the Statute and the Regulations of the Association.

 

CHAPTER TWO. MEMBERSHIP

 Article 7. CONDITIONS OF ASSOCIATION MEMBERSHIP

1/ Any legal entity or sole trader of high repute in the branch, having as main subject of business book publishing, books distribution or sale of rights for book publishing (literary agents) may be member of the Association, should it:

1.1/ had published at least six books, or

1.2/ be selling rights of book publishing in Bulgaria, or

1.3/ be in the books trade and is managing at least at least one commercial outlet or Internet site for trade with books.

2/ Members of the section Textbooks Publishers shall be members of the Association engaged in publishing of textbooks and school aids, which publish at least three approved by the Ministry of Education textbooks or school aids.

3/ Members of the section Book Traders shall be members of the Association meeting the requirements under item 1.3 of the present article.

4/ Any member of the Association may participate in other representative organizations of Bulgarian book publishers, distributors of books or literary agents after permission of the Steering Committee of the Association.

 

Article 8. ADMISSION OF NEW MEMBERS

1/ Members of the Association shall be the entities that took part in the constitutive meeting and have signed the constitutive protocol.

2/ Admission of new members shall be done on the grounds of personal written application to the Chairman of the Association including also a declaration that the respective candidate meets the conditions of membership in the Association, and that he is familiar and accepts the Statute of the Association.

3/ Steering Committee shall pronounce on the application within a period not exceeding two months after its filing.

4/ Refusal of the Steering Committee to grant the application may be appealed before the General Meeting. In such case, Steering Committee shall be obliged to include in the agenda of the subsequent General Meeting consideration of the appeal.

5/ Membership shall arise as from the moment of taking the decision by the Steering Committee or by the General Meeting.

 

Article 9. MEMBERS’ RIGHTS AND OBLIGATIONS

1/ Each member of the Association shall have the right:

1. to take part in its activity;

2. to attend and vote in the General Meeting;

3. to elect and to be elected in the Steering Committee;

4. to request explanation from the association bodies on nonperformance of taken resolutions, as well as to request information on matters that concern its interest;

5. to ask for revocation of unlawful, anti-statute and wrongful decisions and actions of the Association;

6. to put forward for consideration by the Steering Committee proposals, opinions, positions on issues concerning the activity of the Association and to take part in their consideration and discussions;

7. to use the property, facilities, funds, information and other activities of the Association under conditions and order stipulated by the General Meeting.

8. 2/ Each member of the Association shall be obliged;

9. to abide by the Statute and to fulfill the resolutions of the managerial bodies of the Association;

10. to cooperate for the achievement of the objectives of the Association;

11. to participate in the financial maintenance of the Association through annual membership contribution or under other forms specified by the General Meeting;

12. to perform the agreements reached by the bodies of the Association with government, trade union and other bodies and organizations.

 

Article 10. TERMINATION OF MEMBERSHIP

1/ Membership in the Association shall be terminated upon:

1. leaving;

2. expulsion;

3. termination of the Association;

4. death of the physical person or full judicial disability;

5. termination of the activity of the legal entity.

2/ Member of the Association may be expelled in case of gross violation of the law, the Statute or the resolutions of its bodies. Resolution for the expulsion shall be taken by the General Meeting by majority of 2/3 of the members of the Association under proposal of the Steering Committee.

3/ Membership shall be terminated in case of nonpayment of the membership contribution for a period exceeding 12 months. This circumstance shall be ascertained by the Steering Committee according to the documents and with a due resolution for termination of membership. The funds deposited by the moment of termination shall not be subject to reimbursement.

 

CHAPTER THREE. ASSOCIATION BODIES

Bodies of the Association shall be the General Meeting, the Steering Committee and the Control Committee.

 

SECTION I. GENERAL MEETING

Article 11. COMPOSITION

General Meeting shall be the supreme body of the Association and shall consist of all members.

 

Article 12. POWERS

1/ General Meeting shall:

1. adopt, modify and amend the Statute of the Association;

2. elect and relieve the Chairman, members of the Steering Committee and of the Control Committee;

3. accept the report on the activity of the Steering Committee and the report of the Control Committee;

4. take resolutions concerning payability and amount of membership contribution;

5. permit disposal of the real estates of the Association;

6. take resolution on expulsion of members of the Association under art.10, par.1, item 2;

7. take resolutions on reorganizations and termination of the Association and for its merger with another one;

8. take resolutions on opening and closing subsidiaries;

9. accept the budget of the Association;

10. revoke resolutions of the other bodies of the Association, which contradict to the law, the Statute or other internal acts regulating the activity of the Association;

11. adopt the main directions and program for the activity of the Association;

12. take resolutions on participation in other organization in the country and abroad.

2/ The powers under items 9, 11 and 12 may be assigned to other bodies of the Association.

3/ The resolutions of the General Meeting shall be mandatory for the other bodies of the Association.

4/ The resolutions of the association bodies taken in contradiction with the law, the Statute or any preceding resolution of the General Meeting may be argued before the General Meeting by request of the interested members of the Association or a body of its send within one month of coming to know about them, but not later than one year from the date of taking the resolution.

5/ The resolutions of the General Meeting are subject to court control concerning their lawfulness and compliance with the Statute.

6/ Disputes under the preceding paragraph may be referred to the court as per registration of the Association by any member of the Association or body of its, or by the prosecutor within one month of coming to know about them, but not later than one year from the date of taking the resolution.

Article 13. CALLING

1/ General Meeting shall be called through written invitation by the Steering Committee under its own initiative or under request of 1/3 of the association members. If in the latter case the Steering Committee should not send written invitation of calling within one month, the General Meeting shall be called by the court as per the residence of the Association under written request of the interested members or of a person appointed by them. The invitation should contain the agenda, date, hour and place of holding the meeting and under whose initiative it had been called. The invitation should be published in State Gazette and placed on the notice board of the building, in which the management of the Association resides, at least one month prior to the scheduled day.

2/ General Meeting shall be called as a rule in the first quarter of each calendar year.

 

Article 14. QUORUM

1/ General Meeting shall be regular if attended by more than the half of all members. If on the scheduled date, hour and place the necessary number of members or their representatives should not appear, although all of them regularly invited, the meeting shall be postponed for one hour and shall be held notwithstanding the number of represented members.

2/ Representatives should be empowered by Powers of Attorney attested by Notary Public and certifying the rights granted to the authorized persons. One representative may represent only one member of the Association.

 

Article 15. TAKING RESOLUTIONS

1/ Minutes shall be drawn about the discussions and the resolutions of the General Meeting signed by the chairman of the meeting and the recording secretary.

2/ Resolutions may not be taken on issues not included in the agenda announced in the invitation, except for the cases when all members attend the General Meeting and they agree with the proposed change of the agenda.

3/ Voting at the General Meeting shall be open.

4/ Resolutions of the General Meeting shall be taken by simple majority of the present, according to the protocol of the mandate commission, except for the cases when this Statute stipulates otherwise.

5/ The following majority shall be required for resolutions under art. 12, par. 1:

under item 8 – 2/3 of all members of the Association;

under items 1, 7 and 9 – simple majority of all members of the Association.

6/ Member of the General Meeting shall not have the right to vote upon solving issues concerning:

1. him, his spouse or other relatives on direct line of descent – without limitations, on collateral line – up to fourth stage, or by marriage up to second stage inclusive;

2. legal entities, in which he is executive or may impose to or obstruct the taking of resolutions.

7/ Any member of the Association shall have the right of one vote at the General Meeting and may exercise it in person or through proxy on the grounds of written power of attorney. One physical person may represent only one member. Re-authorization is not allowed.

 

SECTION II. STEERING COMMITTEE

 

Article 16. ELECTION AND MANDATE

1/ Steering Committee shall be elected by the General Meeting of the Association.

2/ Only members of the Association may be elected as members of the Steering Committee.

3/ If at the election of Steering Committee, two or more candidates should have equal number of votes, new vote shall be taken for such candidates under the same election conditions.

4/ Members of the Steering Committee shall be elected for a term of two years.

 

Article 17. COMPOSITION

1/ Steering Committee shall consist of 5 persons.

2/ The following may not be elected in the Steering Committee:

1. members of the Association, who are in the executive bodies of another association with subject of activity similar to the subject of activity of the Association, except for the cases when they had been nominated by the Association and the Association itself is a member of that second association;

2. simultaneously for the same mandate – spouses, relatives by ascent or descent, as well as relatives on collateral line or by marriage up to second degree.

 

Article 18. POWERS

1/ Steering Committee shall fulfill the resolutions of the General Meeting and shall direct the activity of the Association.

2/ Steering Committee shall be guided in its work by the Regulations of the Association.

3/ Steering Committee shall elect amongst its members Deputy-chairman to represent the Association in case of objective impossibility of the Chairman to perform its duties.

4/ Steering Committee shall:

1. define the volume of representative power of its individual members;

2. secure fulfillment of the resolution of the General Meeting;

3. dispose of the immovable property of the Association in view of and in accordance of the objectives and the subject of activity of the Association, informing in due time the General Meeting about the executed disposal, and shall bear responsibility before it for guilty impairment of the rights of the Association;

4. prepare and put forward before the General Meeting draft of the budget;

5. prepare and put forward before the General Meeting report of the activity of the Association;

6. approve the administrative structure of the Association, define the order and organize the carrying out of the activity of the Association and shall be responsible thereof;

7. form its own standing or temporary specialized bodies (commissions, working groups) defining their composition and tasks;

8. hear the annual report of the Control Committee;

9. admit new members of the Association and relieve members under art. 10, par. 1, items 1, 3, 4 and 5;

10. specify the address of the Association;

11. take resolutions on all issues that do not fall within the powers of another body by law or according to the Statute.

 

Article 19. CALLING

1/ Steering Committee shall be called on session by the Chairman when necessary, but not rarer than once per two months.

2/ Chairman shall be obliged within seven days period to schedule session of the Steering Committee under request of minimum 1/3 of its members. If he should not do that, Steering Committee shall be called by the Deputy-chairman or by the Chairman of the Control Committee.

3/ First session of the newly elected Steering Committee should be held at the latest seven days after its election by the General Meeting. At its first session, Steering Committee shall elect Deputy-chairman.

4/ Sessions of the Steering Committee are lawful if attended by more than the half of its members.

5/ Chairman of the Control Committee shall attend the sessions of the Steering Committee, taking stand on the issues under consideration without the right to vote.

 

Article 20. TAKING RESOLUTIONS

1/ Resolutions of the Steering Committee shall be taken through open vote and by simple majority of its members present at the session. In the cases under art. 18, par. 4, items 3 and 6, as well as at resolutions concerning the liquidation of the Association, majority of all members of the Steering Committee should be necessary. In some cases, Steering Committee may decide to vote by ballot and taking resolutions to be carried out by qualified majority.

2/ Minutes from the sessions of the Steering Committee shall be signed not later than on the following session by all attending members of the Steering Committee.

 

Article 21. DISMISSAL OF STEERING COMMITTEE MEMBERS

1/ In case obstacle should arise for a member of the Steering Committee not allowing his further participation in that committee, as well as in case the presence of such obstacle should be found out later, Steering Committee shall remove him from its sessions and shall propose his dismissal on the following General Meeting.

2/ When a member of the Steering Committee should not attend, without any valid reason, three consecutive sessions of the Steering Committee, he should be deemed as having handed his resignation as member of the Steering Committee.

3/ The vacancy in the Steering Committee shall be filled in under the order of art. 12, par. 1, item 3 of the present Statute by the following General Meeting.

 

Article 22.CHAIRMAN

1/ Chairman shall be elected by the General Meeting for a term of two years and he may be only member of the Association.

2/ Chairman shall represent the Association.

3/ In case of objective impossibility for the Chairman to perform his functions, he shall be replaced by the Deputy-chairman until the drop out of the reasons of that impossibility.

 

Article 23. POWERS

1/ Chairman of the Steering Committee shall:

1. take care of abiding by the Statute of the Association and also of the protection of its interests;

2. represent the Association, conduct negotiations and sign contracts;

3. manage and control the activity of the administration;

4. lead the sessions of the Steering Committee;

5. carry out other activities assigned to him by the present Statute, the General Meeting and the Steering Committee;

6. be able to undertake obligations under contracts with third persons and to dispose of the property of the Association without prior resolution of the Steering Committee to the amount of BGN 1000;

7. decide, and in case of objective impossibility to perform his duties, his Deputy shall decide, whether for a given activity contract may be concluded (with clients, principals or co-performers). When a contract, because of pressing reasons, have been concluded without the prior resolution of the Steering Committee, the contract should be approved by the Steering Committee not later than at the session following its signing.

8. In case the Chairman should conclude a contract, which the Steering Committee or the General Meeting had decided not to conclude, or which had not been approved by the General Meeting after its signing, he shall be responsible before the Association and its members for all damages incurred by such contract.

2/ Deputy-chairman of the Steering Committee shall perform the functions of the Chairman in all cases when the latter should be hindered to perform them or had explicitly assigned that to him.

 

Article 24. SECTION OF TEXTBOOKS PUBLISHERS AND BOOK TRADERS

1/ Members of the section shall be defined by the Steering Committee in accordance with the Statute of the Association and after written application by member of the Association.

2/ Steering Committee shall nominate one of its members to be responsible for the section of the Textbooks Publishers and one of its members to be responsible for the section of Book Traders. Those members should be other than the Chairman of the Steering Committee.

3/ The meeting of the section hall be auxiliary body to the Steering Committee. The resolutions of the section shall be approved by the Steering Committee. Steering Committee may assign to the Meeting of the section to exercise part of the powers of the Steering Committee in the field of textbooks publishing or book trading, respectively.

4/ All members of the section shall participate in the meeting of the section. It shall take resolutions within the scope of powers of the Steering Committee concerning textbooks publishing or book trading, respectively.

5/ The meeting of the section shall be called by the section chairman and shall be lawful if attended by more than the half of its members. Resolutions shall be taken by open voting and by majority of 2/3 of the present. Taken resolutions shall be executed in writing and filed at the Steering Committee by the section chairman.

6/ Chairman of the section shall represent the members of the section in the Steering Committee, shall lead the meeting of the section in accordance with the activity of the Association.

 

SECTION III. CONTROL COMMITTEE

 

Article 25. COMPOSITION

1/ Control Committee shall consist of three persons.

2/ The following may not be members of the Control Committee:

- members of the Steering Committee during the present or the preceding mandate;

- persons not meeting the requirements under art. 17, par. 2 of the present Statute.

3/ Dismissal and replacement of members of the Control Committee shall be settled as per the order of art. 21.

4/ Control Committee shall elect its Chairman amongst its members.

 

Article 26. POWERS

Control Committee shall check up the performance of the financial account of the Association and to what extent the resolutions and the actions of the Steering Committee, the Chairman comply with the Statute and the resolutions of the General Meeting, and shall report the results before the General Meeting.

 

Article 27. MANDATE

Control Committee shall have mandate of two years.

 

Article 28. CALLING

Control Committee shall be called for session by its Chairman at least once per three months. In case he should not do that, the session may be called also by another member of the committee.

 

Article 29. QUORUM

Sessions of the Control Committee shall be lawful if attended by the majority of its members.

 

Article 30. TAKING RESOLUTIONS

1/ Resolutions of the Control Committee shall be taken by open voting and with simple majority of its members.

2/ Minutes shall be drawn for the held sessions of the Control Committee, which shall be signed by the attending members of the committee.

 

CHAPTER FOUR. ADDITIONAL PROVISIONS

 

Article 31. TERMINATION OF ASSOCIATION

1/ The Association shall be terminated:

• by resolution of the General Meeting;

• by court decision under art. 13, par. 1, item 3 of the Non-profit Making Legal Entities Act.

2/ Court decision shall be given under request by any interested party or by the prosecutor. In that case, the termination shall be entered officially and the court shall appoint liquidator.

 

Article 32. LIQUIDATION

1/ Liquidation should be carried out upon termination of the Association.

2/ Liquidation shall be performed by the Steering Committee or by person nominated by it.

3/ In case the liquidator should not be nominated under par. 2, it shall be appointed by the City Court of Sofia.

4/ What concerns insolvency, bankruptcy respectively, the order of liquidation and the powers of the liquidator, the provisions of the Commercial Act shall be applied accordingly.

 

Article 33. PROPERTY AFTER LIQUIDATION

1/ Upon termination of the Association under art. 30, par. 1, item 1 of the present Statute, distribution of the property remaining after satisfaction of the creditors shall be determined by resolution of the General Meeting. If such resolution should not be taken, the liquidator shall decide.

2/ The property shall be transferred to the Municipality as per the residence of the Association, if the persons under the preceding paragraph do not exist or are unidentifiable.

 

Article 34. OBLITERATION

After distribution of the property, the liquidator shall be obliged to request obliteration the entry of the Association at the City Court of Sofia.

 

 

 

I, the undersigned Jitomir Yanakiev, do hereby certify that the foregoing translation from Bulgarian into English of the attached document, namely Bank Statement, is true and correct to the best of my knowledge. The translation consists of 10 (ten) pages.

 

Sworn translator: Jitomir Yanakiev